Agreement and Plan of Merger dated September 16, 2019, by and among Reliant Bancorp, Inc., Tennessee Community Bank Holdings, Inc., and Community Bank & Trust

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EXHIBIT A   –   FORM OF VOTING AGREEMENT

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 16th day of September, 2019, is made and entered into by and among Reliant Bancorp, Inc., a Tennessee corporation (“Reliant”), Tennessee Community Bank Holdings, Inc., a Tennessee corporation (“TCB Holdings”), and Community Bank & Trust, a Tennessee-chartered commercial bank and wholly owned subsidiary of TCB Holdings (the “Bank”), under authority of resolutions of their respective boards of directors duly adopted.

A.          The board of directors of each of Reliant, TCB Holdings, and the Bank has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Reliant, TCB Holdings, and the Bank, respectively, and their respective shareholders.

B.          As a material inducement for Reliant to enter into this Agreement, all members of the boards of directors of TCB Holdings and the Bank have entered into Voting Agreements dated as of the date hereof and in the form attached hereto as Exhibit A pursuant to which such individuals have agreed, among other things, to vote their shares of TCB Holdings Common Stock (as defined below) in favor of approval of this Agreement and the transactions contemplated hereby.

C.          For United States federal income tax purposes, the Parties (as defined below) intend for the Parent Merger (as defined below) provided for herein to qualify as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations and formal guidance issued thereunder (the “Code”), and this Agreement is intended to be and is adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

NOW, THEREFORE, for and in consideration of the foregoing, the mutual covenants, representations, warranties, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Section 1.1          Certain Definitions.  For purposes of and as used in this Agreement, the terms defined below shall, when capitalized, have the indicated meanings.

“Acquisition Proposal” means, with respect to a Party, any inquiry, indication, proposal, solicitation, or offer, or the filing of any regulatory application, notice, waiver, or request (whether in draft or final form), from or by any Person relating to (i) any direct or indirect sale, acquisition, purchase, lease, exchange, mortgage, pledge, transfer, or other disposition of 20% or more of such Party’s consolidated assets in a single transaction or series of transactions; (ii) any tender offer (including a self-tender) or exchange offer with respect to, or direct or indirect purchase or acquisition of, 20% or more of any class of equity or voting securities of such Party; or (iii) any merger, share exchange, consolidation, business combination, reorganization, recapitalization, or similar transaction involving such Party or any of its Subsidiaries, in each case other than the transactions contemplated by this Agreement.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person. For this purpose, the terms “controls,” “controlled by,” and “under common control with” shall mean the possession, directly or indirectly, of the 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.

“Bank Stock” means the common stock, par value $1.00 per share, of the Bank.

“Banking Act” means the Tennessee Banking Act, Tenn. Code Ann. § 45-1-101 et seq.

“BHCA” means the Bank Holding Company Act of 1956, as amended (12 U.S.C. § 1841 et seq.).

“Book-Entry Shares” means shares of TCB Holdings Common Stock immediately prior to the Effective Time which are non-certificated.

“Business Day” means Monday through Friday of each week, excluding legal holidays recognized as such by the United States government and any day on which banking institutions in the State of Tennessee are authorized or obligated to close.

“Certificate” means a certificate which prior to the Effective Time represents shares of TCB Holdings Common Stock.

“Contract” means any contract, lease, deed, deed of trust, mortgage, license, instrument, note, commitment, undertaking, indenture, or other agreement, understanding, or legally binding arrangement, whether written or oral.

“Corporation Act” means the Tennessee Business Corporation Act, Tenn. Code Ann. § 48-11-101 et seq.

“Disclosure Memoranda” means, collectively, the Reliant Disclosure Memorandum and the TCB Holdings Disclosure Memorandum.

“Environmental Law” means any Law relating to (i) pollution, the protection, preservation, or restoration of the environment, or natural resources, (ii) the handling, use, storage, recycling, treatment, generation, transportation, processing, production, presence, disposal, release, or threatened release of or exposure to any Hazardous Substance or (iii) any injury or threat of injury to persons or property in connection with any Hazardous Substance. The term Environmental Law includes, without limitation, (i) the following statutes, as amended, any successors thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, and regulations addressing similar matters: the 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.; and the portions of the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., concerning exposure to any Hazardous Substance, and (ii) any 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.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person that is considered one employer with a Party or any of such Party’s Subsidiaries under Section 4001(b)(1) of ERISA or Section 414 of the Code.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Shares” means shares of TCB Holdings Common Stock that, immediately prior to the Effective Time, are owned or held, other than in a bona fide fiduciary or agency capacity, by Reliant, TCB Holdings, or the Bank, or any Subsidiary of Reliant, TCB Holdings, or the Bank, including shares of TCB Holdings Common Stock held by TCB Holdings as treasury stock.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Reserve” means the Board of Governors of the Federal Reserve System.

“GAAP” means accounting principles generally accepted in the United States.

“Governmental Entity” means any federal, state, provincial, local, or foreign court, agency, arbitrator, mediator, tribunal, commission, governmental or regulatory authority, or other governmental or administrative body, instrumentality, or authority, including without limitation the SEC, the Federal Trade Commission, the United States Department of Justice, the United States Department of Labor, the IRS, the Federal Reserve, the FDIC, and the TDFI.

“Hazardous Substance” means any and all substances (whether solid, liquid, or gas) defined, listed, designated, classified, or otherwise regulated as pollutants, hazardous or toxic wastes, hazardous or toxic substances, hazardous or toxic materials, extremely hazardous or toxic wastes, flammable or explosive materials, radioactive materials, or words of similar meaning or regulatory effect under any present or future Environmental Law, including without limitation oil, petroleum and petroleum products, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, lead, radon, radioactive materials, flammables, explosives, mold, and mycotoxins.

“Intellectual Property” means, collectively, (a) all rights (anywhere in the world, whether statutory, common law, or otherwise) in or affecting intellectual property or other proprietary rights, including with respect to (i) all inventions, whether or not patentable and whether or not reduced to practice, and all improvements thereon, and all patents, patent applications, and patent disclosures, together with all re-issues, continuations, continuations-in-part, divisions, extensions, and re-examinations thereof; (ii) all trademarks, whether registered or unregistered, service marks, logos, domain names, rights in or to Internet web sites and social media accounts, and corporate, fictitious, assumed, and trade names, together with the goodwill associated with any of the foregoing; (iii) all copyrights, whether registered or unregistered, and all applications, registrations, and renewals relative thereto; (iv) all computer software (whether in object code or source code form), datasets, databases, trade secrets, confidential information, and related information and documentation; (v) any and all other intellectual property and proprietary rights; and (vii) the right to file applications and obtain registrations for any of the foregoing and claim priority thereto; (b) all claims, causes of action, and rights to sue for past, present, and future infringement or misappropriation of the foregoing, and all proceeds, rights of recovery, and revenues arising from or pertaining to the foregoing; and (c) all copies and tangible embodiments of any of the foregoing (in whatever form or medium).

“IRS” means the United States Internal Revenue Service.

“Knowledge” means (i) with respect to Reliant, the actual knowledge after reasonable inquiry of those individuals set forth on Schedule 1.1 of the Reliant Disclosure Memorandum and (ii) with respect to the TCB Holdings Parties, the actual knowledge after reasonable inquiry of those individuals set forth on Schedule 1.1 of the TCB Holdings Memorandum.

“Laws” means any and all federal, state, provincial, local, and foreign laws, constitutions, common law principles, ordinances, codes, statutes, judgments, determinations, injunctions, decrees, orders, rules, and regulations.

“Liability” means any debt, liability, commitment, or obligation of any kind, character, or nature whatsoever (whether accrued, contingent, absolute, known, unknown, or otherwise and whether due or to become due).

“Lien” means any lien, claim, attachment, garnishment, imperfection of title, defect, pledge, mortgage, deed of trust, hypothecation, security interest, charge, option, restriction, easement, reversionary interest, right of refusal, voting trust arrangement, buy-sell agreement, preemptive right, or other adverse claim, encumbrance, or right of any nature whatsoever.

“Loan” means a loan, commitment, lease, advance, credit enhancement, guarantee, or other extension of credit or borrowing arrangement.

“Nasdaq” means The Nasdaq Capital Market.

“Parties” means, collectively, Reliant, TCB Holdings, and the Bank.

“Permitted Liens” means (i) liens for Taxes not yet due and payable or the amount of which or the liability therefor is being diligently contested in good faith by appropriate proceedings and with respect to which adequate reserves for the payment of such Taxes have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairers’, and similar inchoate liens arising or incurred in the ordinary course of business for amounts which are not yet due or delinquent and which are not, either individually or in the aggregate, material; (iii) encroachments, easements or reservations thereof, rights of way, highway and railroad crossings, sewer, electric, and other utility lines, telegraph and telephone lines, zoning and building codes, and other similar restrictions relative to the TCB Holdings Properties that, either individually or in the aggregate, do not and would not reasonably be expected to materially impair the occupancy, use, or value of any of the TCB Holdings Properties; and (iv) imperfections or irregularities of title or other Liens that do not materially affect in a negative manner the occupancy, use, or value of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at or on such properties.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust, and any other entity or organization, whether or not incorporated, including without limitation any Governmental Entity.

“Proxy Statement/Prospectus” means the proxy statement prepared by TCB Holdings to solicit approval of this Agreement and the transactions contemplated hereby by the shareholders of TCB Holdings, which will include the prospectus of Reliant relating to the issuance by Reliant of Reliant Common Stock to holders of TCB Holdings Common Stock pursuant to and in accordance with Article III of this Agreement.

“Registration Statement” means the registration statement on Form S-4, or other appropriate form, including any pre-effective or post-effective amendments or supplements thereto, filed by Reliant with the SEC under the Securities Act with respect to the shares of Reliant Common Stock to be issued by Reliant to the holders of TCB Holdings Common Stock in connection with the transactions contemplated by this Agreement.

“Reliant Bank Common Stock” means the common stock, par value $1.00 per share, of Reliant Bank.

“Reliant Bank Preferred Stock” means the preferred stock, par value $1.00 per share, of Reliant Bank.

“Reliant Bank Stock” means, collectively, the Reliant Bank Common Stock and the Reliant Bank Preferred Stock.

“Reliant Common Stock” means the common stock, par value $1.00 per share, of Reliant.

“Reliant Confidentiality Agreement” means that certain Confidentiality Agreement dated April 25, 2019, by and between Reliant, on the one hand, and Olsen Palmer LLC as authorized representative of TCB Holdings, on the other hand.

“Reliant Equity Award” means an option to purchase shares of Reliant Common Stock granted under the Commerce Union Bancshares, Inc. Amended and Restated Stock Option Plan or the Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan; a grant or award of Reliant Common Stock subject to vesting, repurchase, or other lapse restriction granted or awarded under the Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan; or a restricted stock unit grant or award in respect of shares of Reliant Common Stock granted or awarded under the Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan.

“Reliant Material Adverse Effect” means an effect, circumstance, occurrence, event, development, or change that, individually or in the aggregate with one or more other effects, circumstances, occurrences, events, developments, or changes, has had, or would reasonably be expected to have, a material adverse effect on (i) the business, properties, assets, liabilities, financial condition, operations, or results of operations of Reliant and its Subsidiaries taken as a whole or (ii) the ability of Reliant to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement; provided, however, that, with respect to clause (i), the term Reliant Material Adverse Effect shall not be deemed to include the impact of any effect, circumstance, occurrence, event, development, or change resulting from (A) changes after the date of this Agreement in Laws of general applicability that apply to insured depository institutions and/or registered bank or financial holding companies generally, or interpretations thereof by Governmental Entities, (B) changes after the date of this Agreement in GAAP or regulatory accounting requirements applicable to insured depository institutions and/or registered bank or financial holding companies generally, (C) changes in economic conditions, or changes in global, national, or regional political or market conditions (including changes in prevailing interest or exchange rates), in either case affecting the banking and financial services industry generally, (D) actions or omissions of Reliant, TCB Holdings, and the Bank required under this Agreement or taken or omitted to be taken with the prior written consent of Reliant (in the case of actions or omissions by the TCB Holdings Parties) or TCB Holdings (in the case of actions or omissions by Reliant), (E) any failure by Reliant or Reliant Bank to meet any internal or published industry analyst projections, forecasts, or estimates of revenue, earnings, or other financial or operating metrics for any period (it being understood that any facts or circumstances giving rise to or contributing to any such failure that are not otherwise excluded from the definition of Reliant Material Adverse Effect may be taken into account in determining whether there exists or has occurred a Reliant Material Adverse Effect), (F) changes in the trading price or trading volume of the Reliant Common Stock (it being understood that any facts or circumstances giving rise to or contributing to any such changes that are not otherwise excluded from the definition of Reliant Material Adverse Effect may be taken into account in determining whether there exists or has occurred a Reliant Material Adverse Effect), (G) acts of war, armed hostilities, or terrorism within or involving the United States, or (H) the public announcement or pendency of the transactions contemplated by this Agreement; provided that effects, circumstances, occurrences, events, developments, and changes resulting from the changes or other matters described in clauses (A), (B), (C), and (G) shall not be excluded in determining whether there exists or has occurred a Reliant Material Adverse Effect to the extent of any materially disproportionate impact they have on Reliant and its Subsidiaries taken as a whole as measured relative to similarly situated companies in the banking and financial services industry.

“Reliant Parties” means, collectively, Reliant and Reliant Bank.

“Reliant Preferred Stock” means the preferred stock, par value $1.00 per share, of Reliant.

“Reliant Stock” means, collectively, the Reliant Common Stock and the Reliant Preferred Stock.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means any corporation, limited liability company, partnership, joint venture, trust, or other entity in which a Party or any of its Subsidiaries, has, directly or indirectly, an equity or ownership interest representing 50% or more of any class of the capital stock thereof or other equity or ownership interests therein.

“Superior Proposal” means any bona fide written Acquisition Proposal which the TCB Holdings board of directors determines in good faith, after taking into account all legal, financial, regulatory, and other aspects of the proposal (including without limitation the amount, form, and timing of payment of consideration, the financing thereof, any associated break-up or termination fees, including those provided for in this Agreement, expense reimbursement provisions, and all conditions to consummation) and the Person making the proposal, and after taking into account the advice of TCB Holdings’ financial advisor and outside legal counsel and such other factors as the TCB Holdings board of directors reasonably considers to be appropriate, is (i) more favorable from a financial point of view to the shareholders of TCB Holdings than the transactions contemplated by this Agreement and (ii) is reasonably likely to be consummated on the terms set forth; provided, however, that for purposes of this definition of Superior Proposal, references to “20% or more” in the definition of Acquisition Proposal shall be deemed to be references to “a majority.”

“Tax” or “Taxes” means any and all federal, state, provincial, local, and foreign taxes, including without limitation (i) any income, profits, alternative or add-on minimum, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, license, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, net worth, premium, real property, personal property, vehicle, airplane, boat, vessel, or other title or registration, environmental, or windfall profit tax, custom, or duty, or any other tax, fee, assessment, levy, tariff, or charge of any kind whatsoever, together with any interest or penalty, addition to tax, or other additional amount imposed by any Governmental Entity or other Person responsible for the imposition or collection of any such tax, and (ii) any Liability for the payment of any amounts of the type described in clause (i) above as a result of any express or implied agreement or obligation to indemnify any other Person or any contractual arrangement or agreement.

“Tax Return” means any return (including any amended return), declaration, or other report, including without limitation elections, claims for refunds, schedules, estimates, and information returns and statements, with respect to any Taxes (including estimated Taxes).

“TCB Holdings Confidentiality Agreement” means that certain Confidentiality Agreement dated June 28, 2019, by and among Reliant, Reliant Bank (as defined below), TCB Holdings, and the Bank.

“TCB Holdings Common Stock” means the common stock, par value $1.00 per share, of TCB Holdings.

“TCB Holdings Financial Statements” means, collectively, the Audited TCB Holdings Financials and the Interim TCB Holdings Financials.

“TCB Holdings Loan Property” means any property in which TCB Holdings or a Subsidiary of TCB Holdings holds a security interest, and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

“TCB Holdings Material Adverse Effect” means an effect, circumstance, occurrence, event, development, or change that, individually or in the aggregate with one or more other effects, circumstances, occurrences, events, developments, or changes, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, financial condition, operations, or results of operations of TCB Holdings and its Subsidiaries taken as a whole or (ii) the ability of TCB Holdings or the Bank to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement; provided, however, that, with respect to clause (i), the term TCB Holdings Material Adverse Effect shall not be deemed to include the impact of any effect, circumstance, occurrence, event, development, or change resulting from (A) changes after the date of this Agreement in Laws of general applicability that apply to insured depository institutions and/or registered bank holding companies generally, or interpretations thereof by Governmental Entities, (B) changes after the date of this Agreement in GAAP or regulatory accounting requirements applicable to insured depository institutions and/or registered bank holding companies generally, (C) changes in economic conditions, or changes in global, national, or regional political or market conditions (including changes in prevailing interest or exchange rates), in either case affecting the banking and financial services industry generally, (D) actions or omissions of Reliant, TCB Holdings, and the Bank required under this Agreement or taken or omitted to be taken with the prior written consent of Reliant (in the case of actions or omissions by the TCB Holdings Parties) or TCB Holdings (in the case of actions or omissions by Reliant), (E) any failure by TCB Holdings or the Bank to meet any internal projections, forecasts, or estimates of revenue, earnings, or other financial or operating metrics for any period (it being understood that any facts or circumstances giving rise to or contributing to any such failure that are not otherwise excluded from the definition of TCB Holdings Material Adverse Effect may be taken into account in determining whether there exists or has occurred a TCB Holdings Material Adverse Effect), (F) acts of war, armed hostilities, or terrorism within or involving the United States, or (G) the public announcement or pendency of the transactions contemplated by this Agreement; provided that effects, circumstances, occurrences, events, developments, and changes resulting from the changes or other matters described in clauses (A), (B), (C), and (F) shall not be excluded in determining whether there exists or has occurred a TCB Holdings Material Adverse Effect to the extent of any materially disproportionate impact they have on TCB Holdings and its Subsidiaries taken as a whole as measured relative to similarly situated companies in the banking and financial services industry.

“TCB Holdings Option” means an option to purchase shares of TCB Holdings Common Stock.

“TCB Holdings Parties” means, collectively, TCB Holdings and the Bank.

“TCB Holdings Preferred Stock” means the preferred stock, par value $1.00 per share, of TCB Holdings.

“TCB Holdings Stock” means, collectively, the TCB Holdings Common Stock and the TCB Holdings Preferred Stock.

“TDFI” means the Tennessee Department of Financial Institutions.

“USA PATRIOT Act” means the USA PATRIOT Act of 2001, as amended.

Section 1.2          Other Definitions.  Capitalized terms used in this Agreement and not defined in Section 1.1, but otherwise defined in this Agreement, shall have the meanings otherwise ascribed thereto.

Section 2.1          The Parent Merger.  Subject to and upon the terms and conditions set forth in this Agreement, at the Effective Time (as defined below), TCB Holdings shall be merged with and into Reliant in accordance with, and with the effects provided in, this Agreement and applicable provisions of the Corporation Act (the “Parent Merger”). At the Effective Time, the separate corporate existence of TCB Holdings shall cease and Reliant shall continue, as the surviving corporation of the Parent Merger, as a corporation chartered under the laws of the State of Tennessee unaffected and unimpaired by the Parent Merger (Reliant in such capacity as the surviving corporation of the Parent Merger is sometimes referred to herein as the “Surviving Corporation”).

Section 2.2          Closing.  Subject to the satisfaction or, subject to applicable Law, waiver of the conditions precedent set forth in Article VIII hereof (other than those conditions that by their nature are to be satisfied at the Closing), the closing of the transactions contemplated by this Agreement, including without limitation the Parent Merger (the “Closing”), shall take place at the offices of Butler Snow LLP, The Pinnacle at Symphony Place, Suite 1600, 150 3rd Avenue South, Nashville, Tennessee 37201, at 10:00 a.m. Central Time on such date as shall be designated by Reliant (provided that such date shall not be more than 30 days after the satisfaction or, subject to applicable Law, waiver of all of the conditions precedent set forth in Article VIII hereof (other than those conditions that by their nature are to be satisfied at the Closing)), or at such other place, at such other time, or on such other date as the Parties may otherwise agree. Notwithstanding the foregoing, the Parties expressly agree that the Closing may take place by the electronic, facsimile, and/or overnight courier exchange of executed documents. The actual date on which the Closing shall occur is referred to in this Agreement as the “Closing Date.”

Section 2.3          Effective Time.  Prior to or at the Closing, in order to effect the Parent Merger, Reliant and TCB Holdings shall duly execute and deliver articles of merger for filing with the Tennessee Secretary of State (the “Articles of Merger”), such articles of merger to be in such form and of such substance as is consistent with applicable provisions of the Corporation Act and otherwise mutually agreed upon by Reliant and TCB Holdings. The Parent Merger shall become effective on such date and at such time as set forth in the Articles of Merger, provided that the Parent Merger shall not be effective prior to January 1, 2020 (the date and time the Parent Merger becomes effective being referred to in this Agreement as the “Effective Time”).

Section 2.4          Effects of the Parent Merger.  The Parent Merger shall have the effects set forth in this Agreement and applicable provisions of the Corporation Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property, rights, interests, privileges, powers, and franchises of TCB Holdings shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities, and duties of TCB Holdings shall become and be debts, liabilities, obligations, restrictions, disabilities, and duties of the Surviving Corporation.

Section 2.5          Name of Surviving Corporation.  The legal name of the Surviving Corporation at and after the Effective Time of the Parent Merger will be “Reliant Bancorp, Inc.”

Section 2.6          Charter and Bylaws of Surviving Corporation.  The charter and bylaws of Reliant, in each case as amended and/or restated and in effect immediately prior to the Effective Time, shall at and after the Effective Time be the charter and bylaws of the Surviving Corporation until such time as the same shall be amended and/or restated in accordance with applicable Law.

Section 2.7          The Bank Merger.  Simultaneously with the Parties’ execution of this Agreement, Reliant Bank, a Tennessee-chartered commercial bank and wholly owned Subsidiary of Reliant (“Reliant Bank”), and the Bank have executed and delivered an agreement and plan of merger dated the date hereof (the “Bank Merger Agreement”), which provides for the merger of the Bank with and into Reliant Bank immediately following the Parent Merger in accordance with the terms and conditions of, and with the effects provided by, the Bank Merger Agreement and applicable provisions of the Banking Act and the Corporation Act (the “Bank Merger”). Reliant Bank will be the banking corporation to survive the Bank Merger, and, at the effective time of the Bank Merger, the separate corporate existence of the Bank will cease. As soon as reasonably practicable following the date of this Agreement, Reliant shall approve the Bank Merger Agreement as the sole shareholder of Reliant Bank and TCB Holdings shall approve the Bank Merger Agreement as the sole shareholder of the Bank. Prior to or at the Closing, Reliant shall cause Reliant Bank, and TCB Holdings shall cause the Bank, to execute and deliver such articles or certificates of merger and such other documents and certificates as are necessary or appropriate to effectuate the Bank Merger (the “Bank Merger Certificates”).

Section 3.1          Conversion of TCB Holdings Common Stock.  Subject to the other provisions of this Article III, solely by virtue and as a result of the Parent Merger, each share of TCB Holdings Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) shall at the Effective Time, automatically and without any action on the part of the holder(s) thereof, be converted into and canceled in exchange for the right to receive (a) $17.13 in cash, without interest (the “Cash Consideration”), and (b) 0.769 (as may be adjusted pursuant to Section 3.7 or Section 9.1(j), the “Exchange Ratio”) validly issued, fully paid, and non-assessable shares of Reliant Common Stock (the “Stock Consideration”). The aggregate Cash Consideration and Stock Consideration payable or issuable by Reliant to holders of TCB Holdings Common Stock as consideration for the Parent Merger in accordance with this Agreement, together with any cash payable by Reliant to holders of TCB Holdings Common Stock in lieu of fractional shares pursuant to Section 3.4, is referred to herein as the “Merger Consideration.”

Section 3.2          Exchange Procedures.

(a)          Deposit with Exchange Agent.  At or prior to the Closing, Reliant shall deliver or cause to be delivered to an agent designated by Reliant (who, if other than Reliant’s then acting stock transfer agent, is reasonably acceptable to TCB Holdings) to act as the exchange agent for purposes of this Agreement (the “Exchange Agent”), for the benefit of holders of TCB Holdings Common Stock (other than holders of Excluded Shares and holders of Dissenting Shares), (i) a certificate or certificates or, at Reliant’s option, evidence of shares in book entry form representing the number of shares of Reliant Common Stock issuable to holders of TCB Holdings Common Stock (other than holders of Excluded Shares and holders of Dissenting Shares) in the form of Stock Consideration and (ii) the cash portion of the Merger Consideration payable to holders of TCB Holdings Common Stock (other than holders of Excluded Shares and holders of Dissenting Shares) in accordance with this Article III. The Exchange Agent shall not be entitled to vote or exercise any other rights of ownership with respect to the shares of Reliant Common Stock held by it from time to time hereunder, provided that the Exchange Agent shall receive and hold all dividends and other distributions payable or distributable with respect to such shares for the account of the Persons entitled thereto.

(b)          Letter of Transmittal.  Reliant shall take all reasonable actions necessary to cause the Exchange Agent to, as soon as reasonably practicable after the Effective Time (but in no event later than five Business Days after the Effective Time), mail or otherwise deliver to each holder of record of shares of TCB Holdings Common Stock immediately prior to the Effective Time (other than holders of Excluded Shares and holders of Dissenting Shares) a letter of transmittal, in customary form and containing such provisions as Reliant shall reasonably require (including provisions confirming that delivery of Certificates and Book-Entry Shares shall be effected, and that risk of loss of and title to Certificates and Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent), and instructions for use in effecting the surrender of Certificates and Book-Entry Shares in exchange for that portion of the Merger Consideration payable or issuable in respect of the shares of TCB Holdings Common Stock previously represented by such Certificates or in respect of such Book-Entry Shares, as applicable, as well as any Post-Closing Distributions (as defined below), in each case pursuant to the provisions of this Agreement.

(c)          Payment of Merger Consideration.  Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange, together with a properly completed and duly executed letter of transmittal (or an “agent’s message” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall deliver to such holder, (i) that portion of the Merger Consideration to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of TCB Holdings Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) any Post-Closing Distributions payable or distributable to such holder in accordance with Section 3.2(d). In the event the Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of TCB Holdings Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

(d)          Closing of Stock Transfer Books.  At the Effective Time, the stock transfer books of TCB Holdings shall be closed and there shall thereafter be no transfers of shares of TCB Holdings Stock on the books or records of TCB Holdings, and, if any shares of TCB Holdings Stock are thereafter presented to Reliant or the Exchange Agent for transfer, such shares shall be cancelled against delivery of that portion of the Merger Consideration payable or issuable in respect thereof as herein provided. Until duly surrendered to the Exchange Agent in accordance with the provisions of this Agreement, Certificates and Book-Entry Shares shall, at and after the Effective Time, evidence and represent only the right to receive that portion of the Merger Consideration payable or issuable in respect thereof (or the TCB Holdings Common Stock previously represented thereby) in accordance with this Agreement, together with any Post-Closing Distributions payable or distributable in accordance with the immediately following sentence. No dividends or other distributions payable or distributable on or with respect to shares of Reliant Common Stock that are issued or issuable in connection with the Parent Merger in accordance with this Agreement (“Post-Closing Distributions”) will be remitted to any Person entitled to receive such shares of Reliant Common Stock until such Person surrenders his or her Certificate(s) previously representing the shares of TCB Holdings Common Stock converted into such Reliant Common Stock, or his or her Book-Entry Shares converted into such Reliant Common Stock, as applicable, at which time Post-Closing Distributions shall be remitted to such Person, without interest. No interest will be paid or will accrue on any amounts payable to holders of TCB Holdings Common Stock under or in accordance with this Agreement.

(e)          Lost, Stolen, or Destroyed Certificates.  In the event any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, or destroyed and the execution by such Person of an indemnity agreement and/or the posting by such Person of a bond in such form and amount as Reliant or the Exchange Agent may reasonably require as indemnity against any claim that may be made against them with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen, or destroyed Certificate that portion of the Merger Consideration deliverable in respect of the shares of TCB Holdings Common Stock previously represented thereby pursuant to this Agreement together with any Post-Closing Distributions payable or distributable in accordance with Section 3.2(d).

(f)          Unclaimed Merger Consideration.  Any Merger Consideration, and any other amounts payable or distributable by Reliant to the holders of shares of TCB Holdings Common Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of TCB Holdings for 12 months after the Effective Time (as well as any dividends or other distributions payable or distributable in respect thereof) shall at the request of Reliant be delivered by the Exchange Agent to Reliant. Any former shareholder of TCB Holdings who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to Reliant for that portion of the Merger Consideration deliverable in respect of the shares of TCB Holdings Common Stock previously held by such shareholder, and any Post-Closing Distributions payable or distributable in accordance with Section 3.2(d), in each case as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts payable, issuable, or distributable under this Agreement in respect of any shares of TCB Holdings Common Stock (or shares of Reliant Common Stock into which the same shall have been converted) is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to a Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of Reliant (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of TCB Holdings Common Stock for any portion of the Merger Consideration (or any other amounts) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. Reliant and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of TCB Holdings to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of TCB Holdings Common Stock, Reliant and the Exchange Agent shall be entitled to deposit any portion of the Merger Consideration (or any other amounts) payable, issuable, or distributable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Section 3.3          Rights as TCB Holdings Shareholders.  Holders of TCB Holdings Common Stock immediately prior to the Effective Time shall, at and after the Effective Time, cease to be shareholders of TCB Holdings and have no further rights as shareholders of TCB Holdings, other than the right to receive the Merger Consideration and/or any other amounts payable or issuable in respect of such holders’ TCB Holdings Common Stock in accordance with this Article III (including Section 3.5 in the event a holder perfects and has not withdrawn or lost such holder’s right to dissent from the Parent Merger pursuant to Chapter 23 of the Corporation Act).

Section 3.4          No Fractional Shares.  Notwithstanding any other provision of this Agreement to the contrary, no fraction of a share of Reliant Common Stock, and no certificate or scrip therefor, will be issued in connection with the Parent Merger to any holder of shares of TCB Holdings Common Stock. Instead, Reliant shall pay to each holder of TCB Holdings Common Stock who would otherwise be entitled to a fraction of a share of Reliant Common Stock (after aggregating and taking into account all Certificates and/or Book-Entry Shares delivered by such holder) cash, without interest, in an amount (rounded to the nearest whole cent) determined by multiplying (a) the fractional share interest (rounded to the nearest thousandth when expressed in decimal form) to which such holder would otherwise be entitled by (b) the volume-weighted average closing price per share of Reliant Common Stock on Nasdaq (or such other securities market or stock exchange on which the Reliant Common Stock then principally trades) for the 10 consecutive trading days ending on and including the Business Day immediately preceding the Closing Date.

Section 3.5          Availability of Dissenters’ Rights; Dissenting Shares.

(a)          Holders of shares of TCB Holdings Common Stock shall have such rights to dissent from the Parent Merger and obtain payment of the fair value of their shares as are afforded to such holders by Chapter 23 of the Corporation Act.

(b)          Notwithstanding any provision of this Agreement to the contrary, but subject to Section 3.5(c), each issued and outstanding share of TCB Holdings Common Stock the holder of which has perfected his or her right to dissent from the Parent Merger pursuant to Chapter 23 of the Corporation Act and has not effectively withdrawn or lost such right as of the Effective Time (collectively, the “Dissenting Shares”) shall not be converted into and canceled in exchange for, or represent a right to receive, any portion of the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are afforded to such holder by the Corporation Act. Reliant shall be entitled to retain any Merger Consideration not paid on account of Dissenting Shares, and the shareholders of TCB Holdings shall not be entitled to any portion of such retained Merger Consideration. Any payments made in respect of Dissenting Shares shall be made by Reliant within the time periods set forth in, and otherwise in accordance with, the Corporation Act.

(c)          If any holder of shares of TCB Holdings Common Stock who asserts such holder’s right to dissent from the Parent Merger pursuant to Chapter 23 of the Corporation Act shall have effectively withdrawn or lost his or her right to dissent (through failure to perfect or otherwise), then, as of the Effective Time or the occurrence of such event, whichever occurs later, the shares of TCB Holdings Common Stock held by such holder shall be converted into and canceled in exchange for, on a share by share basis, the right to receive the Merger Consideration payable or issuable in respect thereof in accordance with the applicable provisions of this Agreement, together with any Post-Closing Distributions payable or distributable in accordance with Section 3.2(d).

 

Section 3.6          Excluded Shares.  At the Effective Time, each Excluded Share shall, for no consideration, be automatically canceled and retired and shall cease to exist, and, for the avoidance of doubt, no exchange or payment shall be made with respect thereto or in respect thereof.

Section 3.7          Adjustments Upon Change in Capitalization.  If during the period from the date of this Agreement until immediately prior to the Effective Time the outstanding shares of TCB Holdings Common Stock are increased, decreased, or changed into or exchanged for a different number or kind of securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an equitable and proportionate adjustment shall be made to the Exchange Ratio and the per share Cash Consideration. If during the period from the date of this Agreement until immediately prior to the Effective Time the outstanding shares of Reliant Common Stock are increased, decreased, or changed into or exchanged for a different number or kind of securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an equitable and proportionate adjustment shall be made to the Exchange Ratio. For the avoidance of doubt, neither the grant or award of, the lapse of restrictions with respect to, or the issuance or withholding of shares of Reliant Common Stock upon the exercise or settlement of (including the satisfaction of Tax withholding obligations associated with) Reliant Equity Awards nor the issuance of shares of TCB Holdings Common Stock upon the exercise of TCB Holdings Options shall cause or result in an adjustment of or to the Exchange Ratio or the per share Cash Consideration.

Section 3.8          TCB Holdings Options.  Each TCB Holdings Option outstanding immediately prior to the Effective Time, whether then vested or unvested, shall, at the Effective Time and without any action on the part of the holder thereof, be automatically cancelled, and the holder thereof shall have the right to receive from Reliant a cash payment in respect of such cancelled TCB Holdings Option in an amount, rounded to the nearest whole cent (the “Option Consideration”), equal to the product of (a) $34.25 (the “Option Price”) minus the per share exercise price of such TCB Holdings Option multiplied by (b) the number of shares of TCB Holdings Common Stock subject to such TCB Holdings Option, to the extent not previously exercised. At and after the Effective Time, each such cancelled TCB Holdings Option shall no longer be exercisable by the former holder thereof and shall instead only entitle such holder to the payment of the Option Consideration, if any, payable in respect thereof, without interest. In the event the per share exercise price of a TCB Holdings Option is equal to or greater than the Option Price, such TCB Holdings Option shall be cancelled for no consideration and shall have no further force or effect. In the event the number of shares of TCB Holdings Common Stock subject to outstanding TCB Holdings Options changes during the period from the date of this Agreement until immediately prior to the Effective Time other than as a result of the exercise, expiration, or termination of TCB Holdings Options, the Option Price shall be equitably and proportionality adjusted.

Section 3.9          Withholding Rights.  Reliant (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of TCB Holdings Common Stock or TCB Holdings Options such amounts as Reliant is required under the Code or any other applicable Law to deduct and withhold. Any amounts so deducted and withheld shall be timely remitted to the appropriate Governmental Entity and, to the extent so remitted, shall be treated for all purposes as having been paid to the Person to whom such amounts would otherwise have been paid.

Section 3.10          Reliant Stock.  The shares of Reliant Stock issued and outstanding immediately prior to the Effective Time shall not be affected by the Parent Merger, and, accordingly, each share of Reliant Stock issued and outstanding immediately prior to the Effective Time shall, at and after the Effective Time, remain issued and outstanding.

 

Section 4.1          TCB Holdings Disclosure Memorandum.  Prior to or simultaneously with the Parties’ execution and delivery of this Agreement, TCB Holdings and the Bank have delivered to Reliant a confidential memorandum (the “TCB Holdings Disclosure Memorandum”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties of the TCB Holdings Parties contained in this Article IV or to one or more covenants of the TCB Holdings Parties contained in Article VI, making specific reference in such TCB Holdings Disclosure Memorandum to the section(s) of this Agreement to which such items relate.

Section 4.2          TCB Holdings Parties Representations and Warranties.  Each of TCB Holdings and the Bank hereby represents and warrants to Reliant as follows:

(a)          Organization and Qualification.  TCB Holdings is a corporation duly organized, validly existing, and in good standing under the laws of the State of Tennessee and is duly registered as a bank holding company under the BHCA. The Bank is a banking corporation duly organized, validly existing, and in good standing under the laws of the State of Tennessee. Each of TCB Holdings and the Bank has the power and authority to own, lease, and operate its properties and assets and to conduct its respective business as presently conducted. Each of TCB Holdings and the Bank is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing and qualification necessary, except where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect. The copies of the charter, bylaws, and other organizational and governing documents of TCB Holdings and the Bank and their respective Subsidiaries previously provided or made available to Reliant are true, correct, and complete copies of such documents as in effect as of the date of this Agreement. Neither TCB Holdings or the Bank nor any Subsidiary of TCB Holdings or the Bank is in violation, in any material respect, of its respective charter, bylaws, or other organizational or governing documents. The minute books of TCB Holdings and the Bank and their Subsidiaries previously provided or made available to Reliant constitute, in all material respects, a true, complete, and correct record of all meetings of and material corporate actions taken by their respective boards of directors (and each committee thereof) and other governing bodies and their respective shareholders, members, partners, and other securityholders, in each case for the periods covered thereby.

(b)          Subsidiaries and Other Interests.  Set forth on Schedule 4.2(b) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all Subsidiaries of TCB Holdings (other than the Bank) and/or the Bank, as well as each such Subsidiary’s jurisdiction of incorporation, organization, or formation and TCB Holdings’ and/or the Bank’s percentage ownership of each such Subsidiary. Except as set forth on Schedule 4.2(b) of the TCB Holdings Disclosure Memorandum, each of TCB Holdings and the Bank owns beneficially and of record the capital stock or other equity or ownership interest it owns in each of its respective Subsidiaries free and clear of any Liens. There are no Contracts relating to the right of TCB Holdings or the Bank to vote or dispose of any capital stock or other equity or ownership interest of any Subsidiary of TCB Holdings or the Bank. The ownership interests of TCB Holdings and the Bank in their respective Subsidiaries are in compliance with all applicable Laws, except where the failure to be in compliance has not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect. Each of the Subsidiaries of TCB Holdings (other than the Bank) and/or the Bank (i) is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation, (ii) has all requisite power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted, and (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified, or in good standing has not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of TCB Holdings and/or the Bank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of TCB Holdings and/or the Bank are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of TCB Holdings and/or the Bank, or any other debt or equity security of any Subsidiary of TCB Holdings and/or the Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests, or any other debt or equity securities, of any Subsidiary of TCB Holdings and/or the Bank or any options, warrants, or other rights with respect to such securities. Except (i) as set forth on Schedule 4.2(b) of the TCB Holdings Disclosure Memorandum and (ii) for securities and other interests held in a fiduciary capacity and beneficially owned by third parties, neither TCB Holdings nor the Bank owns, beneficially or of record, directly or indirectly, any equity securities of or any other equity or ownership interest in any Person.

(c)          Capitalization.  The authorized capital stock of TCB Holdings consists of 10,000,000 shares of TCB Holdings Common Stock, of which 1,055,041.86 shares were issued and outstanding as of the date of this Agreement, and 5,000,000 shares of TCB Holdings Preferred Stock, no shares of which were issued and outstanding as of the date of this Agreement. The authorized capital stock of the Bank consists of 3,000,000 shares of Bank Stock, of which 721,009.86 shares were issued and outstanding and owned by TCB Holdings as of the date of this Agreement. There are no other classes or series of authorized, issued, or outstanding capital stock of TCB Holdings or the Bank. Except as set forth on Schedule 4.2(c) of the TCB Holdings Disclosure Memorandum, no shares of TCB Holdings Stock are held in treasury by TCB Holdings or otherwise owned, directly or indirectly, by TCB Holdings, and no shares of Bank Stock are held in treasury by the Bank or otherwise owned, directly or indirectly, by the Bank. All of the issued and outstanding shares of TCB Holdings Common Stock and Bank Stock have been duly and validly authorized and issued in compliance in all material respects with all applicable Laws and are fully paid and non-assessable with no personal liability attaching to the ownership thereof, and none of the issued and outstanding shares of TCB Holdings Common Stock or Bank Stock have been issued in violation of the preemptive or other rights of any Person. Except as set forth on Schedule 4.2(c) of the TCB Holdings Disclosure Memorandum, (i) there are no outstanding options, warrants, subscriptions, agreements, contracts, rights, calls, or commitments, of any kind or character, that require or obligate or could require or obligate TCB Holdings to issue, deliver, or sell, or cause to be issued, delivered, or sold, any additional shares of TCB Holdings capital stock, or securities convertible into or exercisable for shares of TCB Holdings capital stock, or that require or obligate or could require or obligate TCB Holdings to grant, extend, or enter into any such option, warrant, subscription, agreement, contract, right, call, or commitment, and (ii) there are no outstanding options, warrants, subscriptions, agreements, contracts, rights, calls, or commitments, of any kind or character, that require or obligate or could require or obligate the Bank to issue, deliver, or sell, or cause to be issued, delivered, or sold, any additional shares of Bank capital stock, or securities convertible into or exercisable for shares of Bank capital stock, or that require or obligate or could require or obligate the Bank to grant, extend, or enter into any such option, warrant, subscription, agreement, contract, right, call, or commitment. Set forth on Schedule 4.2(c) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list, as of the date of this Agreement, of all outstanding TCB Holdings Options, including for each TCB Holdings Option the name of the optionee, the date of grant, the exercise price, the date(s) of vesting, the date(s) of termination, the number and class or series of shares subject to such TCB Holdings Option, and whether such TCB Holdings Option is an “incentive stock option” under Section 422 of the Code. There are no outstanding obligations of TCB Holdings or the Bank to repurchase, redeem, or otherwise acquire any shares of its capital stock. No bonds, debentures, notes, or other indebtedness having the right to vote on any matters on which shareholders of TCB Holdings or the Bank may vote are issued or outstanding.

(d)          Authority.  Each of TCB Holdings and the Bank has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the consents, approvals, waivers, notices, and filings referred to in Section 4.2(f), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the TCB Holdings Parties and the consummation by the TCB Holdings Parties of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the boards of directors of TCB Holdings and the Bank, and no other corporate actions or proceedings on the part of TCB Holdings or the Bank are necessary to authorize the execution and delivery of this Agreement by the TCB Holdings Parties and the consummation by the TCB Holdings Parties of the transactions contemplated hereby, other than the approval of this Agreement by the shareholders of TCB Holdings in accordance with the charter and bylaws of TCB Holdings and applicable Law and the approval of the Bank Merger Agreement by TCB Holdings as the sole shareholder of the Bank in accordance with the charter and bylaws of the Bank and applicable Law. The board of directors of TCB Holdings has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of TCB Holdings and its shareholders and has directed that this Agreement be submitted to the shareholders of TCB Holdings for approval, and has duly and validly adopted resolutions to the foregoing effect and to recommend that the shareholders of TCB Holdings approve this Agreement. This Agreement has been duly and validly executed and delivered by each of TCB Holdings and the Bank and, assuming due authorization, execution, and delivery by Reliant, constitutes a valid and legally binding obligation of each of TCB Holdings and the Bank enforceable against each of TCB Holdings and the Bank in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, and similar Laws affecting creditors’ rights and remedies generally or general principles of equity, whether applied in a court of law or a court of equity (collectively, the “Enforceability Exceptions”).

(e)          No Violations.  Neither the execution, delivery, or performance of this Agreement by TCB Holdings or the Bank nor the consummation of the transactions contemplated by this Agreement will (i) assuming the approval of this Agreement by the shareholders of TCB Holdings in accordance with the charter and bylaws of TCB Holdings and applicable Law and the approval of the Bank Merger Agreement by TCB Holdings as the sole shareholder of the Bank in accordance with the charter and bylaws of the Bank and applicable Law, violate the charter, bylaws, or other organizational or governing documents of TCB Holdings or the Bank or any of their Subsidiaries or (ii) assuming that the consents, approvals, waivers, notices, and filings referred to in Section 4.2(f) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law or violate in any material respect any permit or license, in each case applicable to the TCB Holdings Parties or any of their Subsidiaries, to which the TCB Holdings Parties or any of their Subsidiaries (or the properties or assets of the TCB Holdings Parties or any of their Subsidiaries) are subject, or by which the TCB Holdings Parties or any of their Subsidiaries (or the properties or assets of the TCB Holdings Parties or any of their Subsidiaries) are bound or (B) constitute a breach or violation of or a default under (or an event which, with notice or lapse of time or both, would constitute a default under), or result in the termination, cancellation, or modification of, accelerate the maturity of or the performance required by, or result in the creation of any Lien upon any of the properties or assets of TCB Holdings or the Bank or any of their Subsidiaries under, any of the terms, conditions, or provisions of any Contract to which TCB Holdings or the Bank, or any of their Subsidiaries, is a party or to or by which any of the properties or assets of TCB Holdings or the Bank, or any of their Subsidiaries, may be subject or bound, except, in the case of clause (B) above, for breaches, violations, defaults, terminations, cancellations, modifications, accelerations, or Liens that do not have and would not reasonably be expected to have, either individually or in the aggregate, a TCB Holdings Material Adverse Effect or a material and adverse effect on the business, properties, assets, liabilities, financial condition, operations, or results of operations of the Surviving Corporation and its Subsidiaries taken as a whole.

(f)          Consents and Approvals.  No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or other Person are required to be obtained, given, or made by TCB Holdings or the Bank, or any of their Subsidiaries, in connection with the execution and delivery of this Agreement by the TCB Holdings Parties or the consummation by the TCB Holdings Parties of the Parent Merger, the Bank Merger, or the other transactions contemplated by this Agreement, except (i) applications, notices, and waiver requests required to be filed with or given or made to and consents, approvals, and waivers required from, and the expiration of related waiting periods imposed by, the Federal Reserve, the TDFI, and the United States Department of Justice (collectively, the “Regulatory Approvals”); (ii) the filing of the Articles of Merger with the Tennessee Secretary of State and the filing of the Bank Merger Certificates; (iii) the approval of this Agreement by the shareholders of TCB Holdings and the approval of the Bank Merger Agreement by TCB Holdings as the sole shareholder of the Bank; and (iv) as otherwise set forth on Schedule 4.2(f) of the TCB Holdings Disclosure Memorandum. As of the date of this Agreement, the TCB Holdings Parties do not have Knowledge of any reason why any of the consents, approvals, or waivers referred to in this Section 4.2(f) will not be obtained or received in a timely manner without the imposition of any Burdensome Condition (as defined in Section 8.1(b)).

(g)          Reports.  TCB Holdings and the Bank, and each of their respective Subsidiaries, have timely filed or furnished, as applicable, all reports, notices, applications, schedules, registration and proxy statements, and other filings, documents, and instruments (together with any amendments required to be made with respect thereto) that they have been required to file or furnish since January 1, 2017, with or to the Federal Reserve, the FDIC, the TDFI, or any other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file or furnish the same or pay such fees and assessments has not had and would not reasonably be expected to have, either individually or in the aggregate, a TCB Holdings Material Adverse Effect. As of their respective dates, such reports, notices, applications, schedules, registration and proxy statements, and other filings, documents, and instruments were complete and accurate in all material respects and complied in all material respects with all applicable Laws.

(h)          [Reserved]

(i)          Financial Statements.  The TCB Holdings Parties have previously delivered to Reliant complete copies of (i) the consolidated balance sheets of TCB Holdings and its Subsidiaries as of the fiscal years ended December 31, 2018, 2017, and 2016, and the related consolidated statements of operations, comprehensive earnings, changes in stockholders’ equity, and cash flows for each of the fiscal years then ended, together with the notes thereto, accompanied by the audit reports of TCB Holdings’ independent accountant(s) (the “Audited TCB Holdings Financials”), and (ii) the unaudited consolidated balance sheet of TCB Holdings and its Subsidiaries as of June 30, 2019 (the “Interim Financials Date”), and the related unaudited consolidated statement of income for the six-month period ended June 30, 2019 (the “Interim TCB Holdings Financials”). The TCB Holdings Financial Statements were prepared from and in accordance with the books and records of TCB Holdings and its Subsidiaries, fairly present in all material respects the consolidated financial position of TCB Holdings and its Subsidiaries in each case at and as of the dates indicated and, to the extent included, the consolidated results of operations, changes in stockholders’ equity, and cash flows of TCB Holdings and its Subsidiaries for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in all material respects in accordance with GAAP consistently applied throughout the periods covered thereby; provided, however, that unaudited financial statements for interim periods are subject to normal year-end audit adjustments (which will not be material individually or in the aggregate) and lack footnotes. No financial statements of any entity or enterprise other than TCB Holdings and its Subsidiaries are required by GAAP to be included in the financial statements of TCB Holdings. The books and records of TCB Holdings and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP consistently applied and other legal, accounting, and regulatory requirements.

(j)          Undisclosed Liabilities.  Neither TCB Holdings nor any of its Subsidiaries has, or has incurred, any Liability other than (i) Liabilities reflected on or reserved against in the Interim TCB Holdings Financials, (ii) Liabilities incurred since the Interim Financials Date in the ordinary course of business consistent with past practice that, either individually or in the aggregate, have not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect; (iii) Liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (iv) as set forth on Schedule 4.2(j) of the TCB Holdings Disclosure Memorandum.

(k)          Absence of Certain Changes or Events.

(i)          Since (and including) January 1, 2019, there has been no effect, circumstance, occurrence, event, development, or change that, individually or taken together with all other effects, circumstances, occurrences, events, developments, and changes, has had or would reasonably be expected to have a TCB Holdings Material Adverse Effect.

(ii)          From (and including) January 1, 2019, through the date of this Agreement, except as relates to this Agreement and the transactions contemplated hereby, TCB Holdings and the Bank and their respective Subsidiaries have conducted their respective businesses only in the ordinary and usual course consistent with past practices. From (and including) January 1, 2019, through the date of this Agreement, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has taken or permitted, or entered into any Contract with respect to, or otherwise agreed or committed to do or take, or failed or omitted to take, any action that, if taken or omitted after the date hereof, would constitute a breach of any of the covenants set forth in Section 6.1(b), (c), (d), (e), (k), (l), (m), (o), (p), (r), (t), (v), or (z), or in Section 6.1(bb) (solely, however, as it relates to Section 6.1(b), (c), (d), (e), (k), (l), (m), (o), (p), (r), (t), (v), and (z)), except as set forth on Schedule 4.2(k)(ii) of the TCB Holdings Disclosure Memorandum.

(l)          Litigation.  There are no suits, actions, claims, investigations, or legal, administrative, arbitration, or other proceedings pending or, to the Knowledge of the TCB Holdings Parties, threatened against TCB Holdings or the Bank or any of their respective Subsidiaries, any current or former director, officer, or employee of TCB Holdings or the Bank or any of their respective Subsidiaries in his or her capacity as such, any TCB Holdings Benefit Plan (as defined below), or any property, asset, right, or interest of TCB Holdings or the Bank or any of their respective Subsidiaries, which, individually or in the aggregate, have had or would reasonably be expected to have a TCB Holdings Material Adverse Effect, and, to the Knowledge of the TCB Holdings Parties, there are no facts or circumstances that would reasonably be expected to give rise to any such suit, action, claim, investigation, or legal, administrative, arbitration, or other proceeding. Set forth on Schedule 4.2(l) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list, as of the date of this Agreement, of each suit, action, claim, investigation, or legal, administrative, arbitration, or other proceeding pending or, to the Knowledge of the TCB Holdings Parties, threatened against TCB Holdings or the Bank or any of their respective Subsidiaries, any current or former director, officer, or employee of TCB Holdings or the Bank or any of their respective Subsidiaries in his or her capacity as such, any TCB Holdings Benefit Plan, or any property, asset, right, or interest of TCB Holdings or the Bank or any of their respective Subsidiaries. Neither TCB Holdings nor the Bank nor any of their respective Subsidiaries, nor any of the properties or assets of TCB Holdings or the Bank or any of their respective Subsidiaries, is a party or subject to or bound by any judgment, decree, injunction, order, or ruling of any Governmental Entity (other than such as are applicable to banks or bank holding companies generally) that, either individually or in the aggregate, has had or would reasonably be expected to have a TCB Holdings Material Adverse Effect. Set forth on Schedule 4.2(l) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list, as of the date of this Agreement, of each judgment, decree, injunction, order, or ruling of any Governmental Entity (other than such as are applicable to banks or bank holding companies generally) that TCB Holdings or the Bank or any of their respective Subsidiaries, or any of the properties or assets of TCB Holdings or the Bank or any of their respective Subsidiaries, is a party or subject to or bound by.

(m)          Regulatory Actions.  Except as set forth on Schedule 4.2(m) of the TCB Holdings Disclosure Memorandum, since January 1, 2017, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has been a party to or subject to any cease and desist order, prompt corrective action directive, written agreement, or memorandum of understanding issued by or with, or any commitment letter or similar undertaking to, or has been subject to any action, proceeding, order, or directive by, any Governmental Entity, or has adopted any board resolutions at the request of any Governmental Entity, or has been advised by any Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such action, proceeding, order, directive, cease and desist order, prompt corrective action directive, written agreement, memorandum of understanding, commitment letter, board resolutions, or similar undertaking. To the Knowledge of the TCB Holdings Parties, there are no facts or circumstances which would reasonably be expected to result in any Governmental Entity issuing or requesting any such action, proceeding, order, directive, cease and desist order, prompt corrective action directive, written agreement, memorandum of understanding, commitment letter, board resolutions, or similar undertaking. There are no material unresolved violations, criticisms, or exceptions noted by any Governmental Entity in or with respect to any report or statement relating to any examination or inspection of TCB Holdings or the Bank or any of their respective Subsidiaries. Since January 1, 2017, there have been no material formal or informal inquires by (other than in the ordinary course of routine regulatory examinations and visitations), or material disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies, or procedures of TCB Holdings or the Bank or any of their respective Subsidiaries.

(n)          Compliance with Laws; Deposit Insurance.

(i)          Except as set forth on Schedule 4.2(n) of the TCB Holdings Disclosure Memorandum, the TCB Holdings Parties and their respective Subsidiaries have at all times since January 1, 2017, complied with, and are currently in compliance with, all applicable Laws, including without limitation Section 23A and Section 23B of the Federal Reserve Act and the regulations promulgated pursuant thereto; the Equal Credit Opportunity Act, as amended; the Fair Housing Act, as amended; the Fair Credit Reporting Act, as amended; the Truth in Lending Act of 1968, as amended; the Community Reinvestment Act of 1977, as amended (the “CRA”); the Home Mortgage Disclosure Act of 1975, as amended; the Bank Secrecy Act of 1970, as amended; the USA PATRIOT Act; the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended; all applicable Laws relating to data protection or privacy; and all other applicable anti-money laundering Laws, fair lending Laws, and Laws relating to discriminatory lending, financing, leasing, or business practices or the origination, sale, or servicing of mortgage loans, except where noncompliance with such applicable Laws, either individually or in the aggregate, has not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect. Except in each case as has not had and would not reasonably be expected to have, either individually or in the aggregate, a TCB Holdings Material Adverse Effect, the TCB Holdings Parties and their respective Subsidiaries have, and have at all times since January 1, 2017 had, all permits, licenses, franchises, certificates of authority, orders, authorizations, and approvals, and have made all filings, applications, and registrations with all Governmental Entities, that are required in order to permit them to own, lease, and operate their properties and assets and to carry on their respective businesses as heretofore or presently conducted, and all such permits, licenses, franchises, certificates of authority, orders, authorizations, and approvals are in full force and effect. To the Knowledge of the TCB Holdings Parties, no termination, suspension, or cancellation of any such permit, license, franchise, certificate of authority, order, authorization, or approval is threatened.

(ii)          The deposits of the Bank are insured by the FDIC in accordance with the Federal Deposit Insurance Act (the “FDIA”) to the fullest extent permitted by Law, and the Bank has paid all premiums and assessments and filed all reports required by the FDIA. No proceeding for the revocation or termination of such deposit insurance is pending or, to the Knowledge of the TCB Holdings Parties, threatened.

(o)          Taxes.

(i)          The TCB Holdings Parties and their respective Subsidiaries have timely filed all material Tax Returns required to be filed by or with respect to them (collectively, the “TCB Holdings Returns”). Neither the TCB Holdings Parties nor any of their respective Subsidiaries currently are the beneficiary of any extension of time within which to file any TCB Holdings Returns (other than any applicable customary or automatic extensions requested consistent with past practice of the TCB Holdings Parties). All of the TCB Holdings Returns are true, correct, and complete in all material respects, and all material Taxes due and payable by the TCB Holdings Parties and their respective Subsidiaries with respect to the periods covered by such TCB Holdings Returns have been paid (whether or not shown on any TCB Holdings Returns). The accruals and reserves for Taxes reflected in the Interim TCB Holdings Financials are adequate, in accordance with GAAP, to cover all unpaid Taxes of TCB Holdings and its Subsidiaries for periods ending on or prior to the date(s) of the Interim TCB Holdings Financials, and all such accruals and reserves for Taxes, as adjusted for operations and transactions and the passage of time for periods ending on or prior to the Closing Date in accordance with past custom and practice of TCB Holdings and its Subsidiaries, will be adequate, in accordance with GAAP, to cover all unpaid Taxes of TCB Holdings and its Subsidiaries accruing through the Closing Date. No written claim has been made against the TCB Holdings Parties or any of their respective Subsidiaries in the past three years by an authority in a jurisdiction where TCB Holdings or the Bank or their respective Subsidiaries do not file Tax Returns that TCB Holdings or the Bank or any of their respective Subsidiaries are or may be subject to taxation in that jurisdiction. No outstanding agreement, arrangement, extension, or waiver of or with respect to the limitation period applicable to any TCB Holdings Return has been agreed to or entered into or granted (by the TCB Holdings Parties or any other Person), and no such agreement, arrangement, extension, or waiver has been requested by or from the TCB Holdings Parties or any of their respective Subsidiaries, and neither the TCB Holdings Parties nor any of their respective Subsidiaries has executed or is bound by any extension or waiver of any statute of limitations on the assessment or collection of any Tax.

(ii)          All estimated Taxes for current Tax periods required to be paid by or with respect to, or in respect of the operations of, the TCB Holdings Parties or any of their respective Subsidiaries have been paid to the proper taxing authorities, except to the extent failure to make any such payment, individually or in the aggregate, has not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect. All Taxes that the TCB Holdings Parties or any of their respective Subsidiaries are or were required to withhold or collect in connection with any amounts paid or owing to any employee, director, independent contractor, shareholder, nonresident, creditor, or other third party (including amounts paid or owing by or to the TCB Holdings Parties or any of their respective Subsidiaries and any such Taxes due as a result of a plan intended to be a “nonqualified deferred compensation plan” under Section 409A(d)(1) of the Code that has not been operated in good faith compliance with Section 409A of the Code and associated guidance) have been duly withheld or collected and have been paid, to the extent required, to the proper taxing authorities; the TCB Holdings Parties and their respective Subsidiaries have complied with all information reporting and backup withholding requirements, including the maintenance of required records, with respect to such amounts; and the TCB Holdings Parties and their respective Subsidiaries have paid all employer contributions and premiums and filed all Tax Returns with respect to any employee income Tax withholding, and social security and unemployment Taxes and premiums, all in compliance with the withholding provisions of the Code and other applicable Laws, in each case except for failures to withhold, collect, pay, or file and such noncompliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect.

(iii)          The TCB Holdings Parties have delivered or made available to Reliant true, correct, and complete copies of all TCB Holdings Returns filed by or with respect to the TCB Holdings Parties or any of their respective Subsidiaries with respect to any taxable periods ended on or after December 31, 2016. The TCB Holdings Returns for all taxable years ending on or before December 31, 2015, either have been examined by the applicable taxing authority and closed or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expired or will have expired prior to the Closing. The TCB Holdings Parties have delivered or made available to Reliant true, correct, and complete copies of all audit reports, statements of deficiencies, and similar documents issued by a Governmental Entity relating to the TCB Holdings Returns.

(iv)          Neither TCB Holdings or the Bank nor any of their respective Subsidiaries has received written notice from any Governmental Entity that any audit, investigation, examination, deficiency assessment, refund litigation, or other proceeding is pending and, to the Knowledge of the TCB Holdings Parties, no such audit, investigation, examination, deficiency assessment, refund litigation, or other proceeding has been threatened against or with respect to the TCB Holdings Parties or any of their respective Subsidiaries in respect of any Taxes or Tax matters, and to the Knowledge of the TCB Holdings Parties there are no facts or circumstances that would reasonably be expected to give rise to any such deficiency assessment or refund litigation. There are no unsatisfied Liabilities for Taxes with respect to any notice of deficiency or similar document received by the TCB Holdings Parties or any of their respective Subsidiaries with respect to any Taxes. No deficiencies have been asserted against the TCB Holdings Parties or any of their respective Subsidiaries as a result of an examination by a taxing authority and no issue has been raised by any examination conducted by any taxing authority in the past three years that, by application of the same principles, might result, individually or in the aggregate, in a proposed material deficiency of TCB Holdings or any of its Subsidiaries for any other period not so examined. There are no Liens for Taxes upon any of the properties or assets of the TCB Holdings Parties or any of their respective Subsidiaries, other than statutory Liens for current Taxes not yet due and payable for which adequate reserves have been established.

(v)          Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has granted to any Person a power of attorney with respect to any Taxes or Tax matters that is currently in effect. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, is subject to any private letter ruling of the IRS or any comparable ruling of any other taxing authority, and no request for any such ruling is pending. No closing agreement pursuant to Section 7121 of the Code (or any predecessor provision), or any similar provision of Law, has been entered into by or with respect to TCB Holdings or the Bank or any of their respective Subsidiaries.

(vi)          Except as set forth on Schedule 4.2(o)(vi) of the TCB Holdings Disclosure Memorandum, there is no Contract or plan (including without limitation this Agreement and the arrangements contemplated hereby) covering any director, officer, employee, or independent contractor, or any former director, officer, employee, or independent contractor, of TCB Holdings or the Bank or any of their respective Subsidiaries that, individually or collectively with any other such Contracts or plans, will, or would reasonably be expected to, (A) give rise, directly or indirectly, to the payment of any amount that would not be deductible pursuant to Section 280G of the Code (as determined without regard to Section 280G(b)(4) of the Code) or Section 162 of the Code, or (B) subject any such Person to additional taxes under Section 409A of the Code. Except as set forth on Schedule 4.2(o)(vi) of the TCB Holdings Disclosure Memorandum, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, is a party to or bound by any Contract or plan, or has any obligation (current or contingent), to compensate any Person for Tax-related payments, including Taxes paid pursuant to Section 4999 of the Code and Taxes under Section 409A of the Code.

(vii)          Except as set forth on Schedule 4.2(o)(vii) of the TCB Holdings Disclosure Memorandum, (A) neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has at any time been a member of a group with which it has filed or been included in a combined, consolidated, or unitary Tax Return, other than a group the common parent (or similar designation) of which is TCB Holdings or the Bank; (B) neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement, or similar Contract; and (C) neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, is liable for the Taxes of any other Person, whether as a transferee or successor, by Contract (including any Tax allocation agreement, Tax sharing agreement, or Tax indemnity agreement), or otherwise.

(viii)          The TCB Holdings Parties and their respective Subsidiaries are, and have at all times been, in compliance with the provisions of Section 6011, Section 6111, and Section 6112 of the Code relating to tax shelter disclosure, registration, list maintenance, and record keeping, and with the Treasury Regulations thereunder (including any predecessor or successor Code provisions or Treasury Regulations, as applicable), and neither the TCB Holdings Parties nor their respective Subsidiaries have at any time engaged in or entered into any transaction that would be defined as a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b), or any transaction that would have been a “reportable transaction” if current Law was in effect at the time the transaction was entered into. No IRS Form 8886 has been filed with respect to the TCB Holdings Parties or any of their respective Subsidiaries. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has entered into any Tax shelter or listed transaction with no valid business purpose other than the avoidance or reduction of a Tax Liability in a jurisdiction outside the United States with respect to which there is a significant risk of challenge of such transaction by a Governmental Entity in a jurisdiction outside the United States. The TCB Holdings Parties and their respective Subsidiaries have disclosed on all TCB Holdings Returns all positions taken therein that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has incurred, and no position has been taken by TCB Holdings or the Bank or any of their respective Subsidiaries on a less than “more likely than not” standard (within the meaning of Treasury Regulations Section 1.6694-2) that could result in TCB Holdings or the Bank, or any of their respective Subsidiaries, incurring, any penalty under Section 6662(e) of the Code.

(ix)          None of the assets, properties, or rights of the TCB Holdings Parties or their respective Subsidiaries (A) are “tax-exempt use property” within the meaning of Section 168(h) of the Code, (B) are assets, properties, or rights required to be treated as owned by any other Person pursuant to the so-called “safe harbor lease” provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect after the Economic Recovery Tax Act of 1981 and before the Tax Reform Act of 1986, or (C) directly or indirectly secure any debt the interest on which is Tax-exempt under Section 103(a) of the Code. Neither the TCB Holdings Parties nor any of their respective Subsidiaries have participated in or cooperated with an international boycott within the meaning of Section 999 of the Code. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has a “permanent establishment” within the meaning of any applicable Tax law in any foreign jurisdiction, nor is TCB Holdings or the Bank, or any of their respective Subsidiaries, required to file any Tax Returns in any foreign jurisdiction. No Subsidiary of TCB Holdings or the Bank which is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code has a permanent establishment within the United States or derives any income effectively connected with the conduct of a trade or business within the United States.

(x)          Set forth on Schedule 4.2(o)(x) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all Tax abatement, Tax reduction, Tax credit, and similar agreements or programs to which the TCB Holdings Parties or their respective Subsidiaries are parties or in which the TCB Holdings Parties or their respective Subsidiaries participate. The TCB Holdings Parties have delivered or made available to Reliant true, correct, and complete copies of all such Tax abatement, Tax reduction, Tax credit, and similar agreements or programs. The consummation of the transactions contemplated by this Agreement will not result in any recoupment, claw-back, or decrease in any such Tax abatement, Tax reduction, Tax credit, or similar benefit.

(xi)          In the past five years, neither TCB Holdings or the Bank nor any of their respective Subsidiaries has distributed stock of another Person or had its stock distributed by another Person in a transaction that purported or was intended to be governed in whole or in part by Section 355 or Section 361 of the Code. Neither TCB Holdings or the Bank nor any of their respective Subsidiaries is required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by the TCB Holdings Parties or their respective Subsidiaries, and the IRS has not proposed any such change in accounting method. Neither TCB Holdings or the Bank nor any of their respective Subsidiaries is or, during the five-year period immediately preceding the date of this Agreement, has been an “S” corporation within the meaning of Section 1361(a)(1) of the Code.

(xii)          For purposes of this Section 4.2(o), (A) references to TCB Holdings shall be deemed to include any predecessor to TCB Holdings, any Person which merged or was liquidated with or into TCB Holdings, any direct or indirect Subsidiary of TCB Holdings, and any Person from which TCB Holdings has incurred any Liability for Taxes as a result of transferee liability and (B) references to the Bank shall be deemed to include any predecessor to the Bank, any Person which merged or was liquidated with or into the Bank, any direct or indirect Subsidiary of the Bank, and any Person from which the Bank has incurred any Liability for Taxes as a result of transferee liability.

(p)          Material Contracts.

(i)          Set forth on Schedule 4.2(p)(i) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list (arranged by applicable subsection), as of the date of this Agreement, of the following Contracts to which TCB Holdings or the Bank, or any of their respective Subsidiaries, is a party or by which TCB Holdings or the Bank, or any of their respective Subsidiaries, is bound (whether or not actually set forth on such schedule, collectively, the “TCB Holdings Material Contracts”):

(A)          Any Contract (other than Contracts for Bank Loans (as defined below) made in the ordinary course of business) that involves, or would reasonably be expected to involve, annual receipts or disbursements of $50,000 or more;

(B)          Any Contract that requires TCB Holdings or the Bank, or any of their respective Subsidiaries, to purchase all of its requirements for a given product, good, or service from a given Person;

(C)          Any Contract (other than a Contract related to a Bank Loan or collateral securing a Bank Loan) relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by TCB Holdings or the Bank, or any of their respective Subsidiaries, after the date of this Agreement of properties, assets, or securities with a fair market value of $25,000 or more;

(D)          Any employment agreement, consulting agreement, severance agreement, change of control agreement, bonus agreement, salary continuation agreement, deferred compensation agreement, stock option agreement, restricted stock agreement, non-competition agreement, non-solicitation agreement, confidentiality or non-disclosure agreement, or other Contract with any current or former director, officer, employee, or independent contractor of or to TCB Holdings or the Bank or any of their respective Subsidiaries (excluding commercially standard confidentiality and non-disclosure provisions included in vendor agreements entered into by the TCB Holdings Parties in the ordinary course of business);

(E)          Any Contract (other than Contracts for Bank Loans made in the ordinary course of business) not disclosed under Section 4.2(p)(i)(D) with or for the primary and direct benefit of any shareholder, director, officer, employee, or Affiliate of TCB Holdings or the Bank or any of their respective Subsidiaries, or any Affiliate of or member of the immediate family of any such Person;

(F)          Any Contract under or pursuant to which any payment or benefit (whether change of control, severance, or otherwise) will or may become due or will or may be accelerated as of result of or upon the execution or delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement (either alone or upon or together with the occurrence of any additional acts or events);

(G)          Any Contract that limits or purports to limit the right of TCB Holdings or the Bank, or any of their respective Subsidiaries, to engage in any line of business, compete with any Person, or operate in any geographic location;

(H)          Any partnership, joint venture, limited liability company, or similar Contract;

(I)          Any Contact with respect to the ownership, occupancy, management or lease (as lessor, lessee, or otherwise) of real property;

(J)          Any Contract that grants to any Person any right of first refusal, right of first offer, or similar right with respect to any assets, rights, properties, or securities of TCB Holdings or the Bank or any of their respective Subsidiaries;

(K)          Any Contract that relates to indebtedness of or borrowings of money by TCB Holdings or the Bank, or any of their respective Subsidiaries, in excess of $50,000 (other than Contracts relating to customer deposit liabilities, Federal Home Loan Bank borrowings, or repurchase agreements with customers, in each case created, incurred, or entered into in the ordinary course of business); and

(L)          Any Contract relating to the acquisition, transfer, sale, or issuance of, or otherwise directly affecting or dealing with, any securities of TCB Holdings or the Bank or any of their respective Subsidiaries, including without limitation any voting, shareholders, or underwriting agreement.

(ii)          A true, correct, and complete copy (or, in the case of any oral Contract, a complete and accurate written description) of each TCB Holdings Material Contract, as amended through the date of this Agreement, has been previously provided or made available to Reliant. Each of the TCB Holdings Material Contracts is in full force and effect and is a valid and binding obligation of TCB Holdings or the Bank or their respective Subsidiaries, as applicable, and, to the Knowledge of the TCB Holdings Parties, each of the other parties thereto, enforceable against TCB Holdings or the Bank or their respective Subsidiaries, as applicable, and, to the Knowledge of the TCB Holdings Parties, each of the other parties thereto in accordance with its terms, subject to the Enforceability Exceptions. TCB Holdings and the Bank and their respective Subsidiaries have performed, in all material respects, all duties and obligations required to be performed by them under each TCB Holdings Material Contract. Neither TCB Holdings or the Bank or any of their respective Subsidiaries nor, to the Knowledge of the TCB Holdings Parties, any other party thereto is in breach or violation of or default under, in each case in any material respect, any TCB Holdings Material Contact, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a breach, violation, or default.

(q)          Intellectual Property; Information Technology Systems.

(i)          Set forth on Schedule 4.2(q)(i) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list, and where appropriate a description, of (A) all of the Intellectual Property owned by TCB Holdings or the Bank or any of their respective Subsidiaries, registered before a Governmental Entity, and used by TCB Holdings or the Bank or any of their respective Subsidiaries in the conduct of their respective businesses (collectively, the “TCB Holdings Registered IP”), and (B) all unregistered trademarks, service marks, and logos, corporate, fictitious, assumed, and trade names, domain names, websites, and social media accounts owned by TCB Holdings or the Bank or any of their respective Subsidiaries and used by TCB Holdings or the Bank or any of their respective Subsidiaries in the conduct of their respective businesses. All required filings and fees related to TCB Holdings Registered IP have been timely filed with and paid to the relevant Governmental Entities and authorized registrars, and all TCB Holdings Registered IP is in good standing.

(ii)          Set forth on Schedule 4.2(q)(ii) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all Contracts pursuant to which TCB Holdings or the Bank (A) obtain a license to use Intellectual Property owned by a third party (excluding all Contracts for off-the-shelf or commercially available software or technology) or (B) grant a license or right to use Intellectual Property owned by TCB Holdings or the Bank or one of their Subsidiaries (the “IP Licenses”). Neither TCB Holdings or the Bank or any of their respective Subsidiaries nor, to the Knowledge of the TCB Holdings Parties, any other party thereto is in breach of or default under any IP Licenses, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a breach or default.

(iii)          TCB Holdings or the Bank, or one of their respective Subsidiaries, is the sole and exclusive owner of all of the material Intellectual Property required or necessary for the conduct of the business of TCB Holdings and the Bank and their respective Subsidiaries as presently conducted (the “TCB Holdings IP”) not leased or licensed to TCB Holdings or the Bank or one of their respective Subsidiaries, free and clear of any Liens other than Permitted Liens, and, with respect to any TCB Holdings IP leased or licensed to TCB Holdings or the Bank or one of their respective Subsidiaries, has a valid and enforceable lease, license, or other right to use such TCB Holdings IP, and except as set forth on Schedule 4.2(q)(iii) of the TCB Holdings Disclosure Memorandum, no leases, licenses, or other rights have been granted by TCB Holdings or the Bank or their respective Subsidiaries to third Persons with respect to any material TCB Holdings IP. TCB Holdings and the Bank and their respective Subsidiaries own or possess all requisite rights to use the TCB Holdings IP, without any known conflict with the rights of others or any known use by others which conflicts with the rights of TCB Holdings or the Bank or any of their respective Subsidiaries. Except pursuant to the IP Licenses set forth on Schedule 4.2(q)(ii) of the TCB Holdings Disclosure Memorandum, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, owes any royalties, honoraria, or fees to any Person by reason of the use by TCB Holdings or the Bank or any of their respective Subsidiaries of any of the TCB Holdings IP. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has received written notice of, and to the Knowledge of the TCB Holdings Parties there is no basis for, any claimed conflict with respect to any of the TCB Holdings IP or any claim against TCB Holdings or the Bank or any of their respective Subsidiaries that their respective operations, activities, products, publications, goods, or services infringe upon any patent, trademark, trade name, copyright, or other intellectual property or proprietary right of a third party, or that TCB Holdings or the Bank or any of their respective Subsidiaries is illegally or otherwise impermissibly using any patent, trademark, trade name, copyright, trade secret, or other intellectual property or proprietary right of others, nor has there been any written claim or assertion that any of the TCB Holdings IP is invalid or defective in any way.

(iv)          No present or former employee, officer, consultant or contractor of the TCB Holdings Parties or any of their respective Subsidiaries has any ownership, license, or other right, title, or interest in TCB Holdings IP. To the Knowledge of the TCB Holdings Parties, neither the TCB Holdings Parties or their respective Subsidiaries nor any of the officers, employees, or agents of the TCB Holdings Parties or their respective Subsidiaries has done, or failed to do, any act or thing which may prejudice the validity or enforceability of any TCB Holdings IP.

(v)          All of the computer firmware, computer hardware, computer software (whether general or special purpose), telecommunications hardware, and other similar or related items of automated, computerized, or software system(s), networks, interfaces, platforms or applications, whether or not in electronic format, and other equipment used or relied upon in the conduct of the business of any of the TCB Holdings Parties or their respective Subsidiaries (collectively, the “TCB Holdings IT Systems”) (A) have been properly maintained in accordance with standards in the industry, to ensure proper operation, monitoring, and use; (B) are to the Knowledge of the TCB Holdings Parties free of any material defects, bugs, or errors; (C) to the Knowledge of the TCB Holdings Parties, do not contain or make available any disabling software, code, or instructions, spyware, Trojan horses, worms, viruses, or other software routines that permit or cause unauthorized access to or disruption, impairment, disablement, or destruction of any software, data, or other materials (collectively, “Contaminants”); and (D) are sufficient for the existing and currently anticipated needs of the business of the TCB Holdings Parties and their respective Subsidiaries. The TCB Holdings Parties and their respective Subsidiaries have taken commercially reasonable steps and implemented commercially reasonable safeguards designed to ensure that the TCB Holdings IT Systems are free from Contaminants. The TCB Holdings Parties and their respective Subsidiaries have reasonable business continuity and disaster recovery plans, procedures, and facilities for their respective businesses and have taken reasonable steps to safeguard the TCB Holdings IT Systems. Since January 1, 2017, the TCB Holdings IT Systems have not suffered any failures, errors, or breakdowns which have caused any substantial disruption to or interruption in operation of the business of the TCB Holdings Parties and their respective Subsidiaries. Neither TCB Holdings or the Bank nor any of their respective Subsidiaries is in material breach of or material default under any Contract relating to any of the TCB Holdings IT Systems.

(vi)          The TCB Holdings Parties and their respective Subsidiaries have in place commercially reasonable data protection and privacy policies and procedures to protect, safeguard, and maintain the confidentiality, integrity, and security of (A) the TCB Holdings IT Systems owned or purported to be owned by them and (B) all information, data, and transactions stored or contained therein or transmitted thereby, including personally identifiable information, financial information, and credit card data (as such information or terms are defined and/or regulated under applicable Laws) (the “TCB Holdings Data”), against any unauthorized or improper use, access, transmittal, interruption, modification, or corruption. The TCB Holdings Parties and their respective Subsidiaries have, since January 1, 2017, complied with their respective published privacy policies and complied with all applicable Laws governing the receipt, collection, use, storage, processing, sharing, security, disclosure, or transfer of TCB Holdings Data, including without limitation Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder, as well as the provisions of the information security program adopted by the TCB Holdings Parties pursuant to 12 C.F.R. Part 364, and complied in all material respects with all generally accepted industry standards applicable to the TCB Holdings Data, including card association rules and the payment card industry data security standards. The TCB Holdings Parties and their respective Subsidiaries have taken reasonably sufficient measures to ensure that all TCB Holdings Data is protected against loss, damage, unauthorized access, use, or disclosure, modification, or other misuse. To the Knowledge of the TCB Holdings Parties, the TCB Holdings Parties and their respective Subsidiaries have the legal right to possess, use, and process all TCB Holdings Data collected, held, or proceed by the TCB Holdings Parties and their respective Subsidiaries. Since January 1, 2017, to the Knowledge of the TCB Holdings Parties, there has been no loss, damage, unauthorized access, use, or disclosure, modification, or other misuse of any TCB Holdings Data. There currently are not any, and since January 1, 2017, there have not been any, pending or, to the Knowledge of the TCB Holdings Parties, threatened claims or written complaints with respect to unauthorized access to or breaches of the security of (A) any of the TCB Holdings IT Systems or (B) TCB Holdings Data or any other information collected, maintained, or stored by or on behalf of the TCB Holdings Parties or their respective Subsidiaries (or any unlawful acquisition, use, loss, destruction, compromise, or disclosure thereof).

(r)          Labor and Employment Matters.

(i)          The TCB Holdings Parties and their respective Subsidiaries are, and have at all times since January 1, 2017, been, in compliance in all material respects with all applicable Laws respecting employment, retention of independent contractors, employment practices, terms and conditions of employment, and wages and hours. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, is or has ever been a party to, or is or has ever been bound by, any collective bargaining agreement or contract or other agreement or understanding with a labor union or labor organization with respect to its employees, nor is TCB Holdings or the Bank, or any of their respective Subsidiaries, the subject of any proceeding in which it is asserted that TCB Holdings or the Bank, or any of their respective Subsidiaries, has committed an unfair labor practice or seeking to compel TCB Holdings or the Bank, or any of their respective Subsidiaries, to bargain with any labor organization as to wages or conditions of employment, nor, to the Knowledge of the TCB Holdings Parties, has any such proceeding been threatened, nor is there any strike, labor dispute, or organizational effort involving TCB Holdings or the Bank, or any of their respective Subsidiaries, pending or, to the Knowledge of the TCB Holdings Parties, threatened.

(ii)          Set forth on Schedule 4.2(r)(ii) of the TCB Holdings Disclosure Memorandum are the names of any employees of TCB Holdings or the Bank or their respective Subsidiaries who are absent from work due to a leave of absence (including without limitation in accordance with the requirements of the Family and Medical Leave Act or the Uniformed Services Employment and Reemployment Rights Act) or a work-related injury, or who are receiving workers’ compensation or disability compensation. Other than compensation and benefits payable in the ordinary course of business the payment of which is not delinquent, there are no unpaid wages, salaries, bonuses, commissions, or other amounts owed to any employee or former employee of TCB Holdings or the Bank or any of their respective Subsidiaries.

(iii)          To the Knowledge of the TCB Holdings Parties, no director, officer, employee, or independent contractor of or to TCB Holdings or the Bank or any of their respective Subsidiaries is a party to or otherwise bound by any Contract, including without limitation any confidentiality, non-competition, non-solicitation, or proprietary rights agreement, that has adversely affected or would reasonably be expected to adversely affect the ability of TCB Holdings or the Bank or any of their respective Subsidiaries to conduct its business as currently conducted or the ability of such Person to perform and carry out such Person’s duties or responsibilities.

(iv)          Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has any material Liability for (A) classifying any Person as an “independent contractor” or any similar status who, under applicable Law or the provisions of any TCB Holdings Benefit Plan (as defined below), should have been classified as an employee or (B) improperly excluding any Person who provides or has provided services to TCB Holdings or the Bank or any of their respective Subsidiaries in any capacity from participating in any TCB Holdings Benefit Plan.

(v)          Except as set forth on Schedule 4.2(r)(v) of the TCB Holdings Disclosure Memorandum, as of the date of this Agreement and to the Knowledge of the TCB Holdings Parties, no employee of TCB Holdings or the Bank (or any of their respective Subsidiaries) with a title of vice president or above has informed TCB Holdings or the Bank (or any of their respective Subsidiaries) of his or her intent to terminate his or her employment.

(vi)          There is no pending or, to the Knowledge of the TCB Holdings Parties, threatened suit, action, claim, or legal, administrative, arbitration, or other proceeding by or on behalf of any current or former employee of TCB Holdings or the Bank or any of their respective Subsidiaries, including without limitation any suit, action, claim, or legal, administrative, arbitration, or other proceeding alleging noncompliance with applicable Laws respecting employment, employment practices, wages and hours, or terms and conditions of employment (but excluding workers’ compensation matters), which would reasonably be expected to have, either individually or in the aggregate, a TCB Holdings Material Adverse Effect, and there are no facts or circumstances that would reasonably be expected to give rise to any such suit, action, claim, or legal, administrative, arbitration, or other proceeding.

(s)          Benefit Plans.

(i)          Set forth on Schedule 4.2(s)(i) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all pension, retirement, salary continuation, stock option, restricted stock, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, disability, severance, change of control, fringe benefit, incentive, cafeteria or Code Section 125, welfare, and other benefit plans, contracts, agreements, and arrangements, including without limitation “employee benefit plans” as defined in Section 3(3) of ERISA, incentive and welfare policies, contracts, plans, and arrangements, including split dollar life insurance arrangements, and all trust agreements and funding arrangements related thereto, which are or have been maintained, sponsored, or contributed to (or required to be contributed to) by TCB Holdings or the Bank or any of their respective Subsidiaries for the benefit of or with respect to any present or former directors, officers, employees, independent contractors, or consultants of TCB Holdings or the Bank or any of their respective Subsidiaries, or any spouse or dependent of any such Person, or to or under which TCB Holdings or the Bank or any of their respective Subsidiaries has any Liability, contingent or otherwise (herein referred to collectively as the “TCB Holdings Benefit Plans”), including any and all plans or policies offered to employees of TCB Holdings or the Bank, or any of their respective Subsidiaries, with respect to which TCB Holdings or the Bank or any of their respective Subsidiaries has claimed or is claiming the safe harbor for “voluntary plans” under ERISA for group and group-type insurance arrangements (“TCB Holdings Voluntary Plans”). The TCB Holdings Parties have previously delivered or made available to Reliant true, correct, and complete copies of all plans, contracts, agreements, arrangements, and other documents required to be set forth in Schedule 4.2(s)(i) of the TCB Holdings Disclosure Memorandum, along with, where applicable, copies of the IRS Form 5500 for the most recently completed year. There has been no announcement or commitment by TCB Holdings or the Bank, or any of their respective Subsidiaries, to create any additional TCB Holdings Benefit Plan, to amend any TCB Holdings Benefit Plan (except for amendments required by applicable Law or which do not materially increase the cost of such TCB Holdings Benefit Plan or as contemplated by Section 7.8), or to terminate any TCB Holdings Benefit Plan. Except as set forth in Schedule 4.2(s)(i) of the TCB Holdings Disclosure Memorandum, each TCB Holdings Benefit Plan that provides for the payment of “deferred compensation,” including any employment, change of control, stock option, or salary continuation agreement between TCB Holdings or the Bank or any of their respective Subsidiaries and any current or former director, officer, or employee, complies in all material respects with Section 409A of the Code.

(ii)          Other than routine claims for benefits thereunder, there is no pending or, to the Knowledge of the TCB Holdings Parties, threatened or anticipated claim, litigation, action, administrative action, suit, audit, arbitration, mediation, or other proceeding (legal, administrative, or otherwise) relating to any TCB Holdings Benefit Plan which, individually or in the aggregate, is or would reasonably be expected to be material to the TCB Holdings Parties. Except as set forth on Schedule 4.2(s)(ii) of the TCB Holdings Disclosure Memorandum, all of the TCB Holdings Benefit Plans comply in all material respects with applicable requirements of ERISA and the Code and other applicable Laws (including without limitation the portability, privacy, and security provisions of the Health Insurance Portability and Accountability Act of 1996, as amended; the Patient Protection and Affordable Care Act of 2009, as amended; the coverage continuation requirements of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; the Family and Medical Leave Act, as amended; the Mental Health Parity Act of 1996, as amended; the Mental Health Parity and Addiction Equity Act of 2008, as amended; the Uniformed Services Employment and Reemployment Rights Act, as amended; the Newborns’ and Mothers’ Health Protection Act of 1996, as amended; the Women’s Health and Cancer Rights Act, as amended; and the Genetic Information Nondiscrimination Act of 2008, as amended), and have been established, maintained, and administered in compliance, in all material respects, with all applicable requirements of ERISA and the Code and other applicable Laws and the terms and provisions of all documents, contracts, or agreements establishing the TCB Holdings Benefit Plans or pursuant to which they are maintained or administered. There are no existing circumstances and, to the Knowledge of the TCB Holdings Parties, no event has occurred that would reasonably be expected to cause or result in any TCB Holdings Benefit Plan intended to be tax-qualified under Section 401 of the Code to not be so qualified. As of the date of this Agreement, no audit of any TCB Holdings Benefit Plan by the IRS, the United States Department of Labor, or any other Governmental Entity is ongoing or, to the Knowledge of the TCB Holdings Parties, threatened. No audit of any TCB Holdings Benefit Plan by the IRS, the United States Department of Labor, or any other Governmental Entity was ongoing or, to the Knowledge of the TCB Holdings Parties, threatened or closed at any time during the five-year period immediately preceding the date of this Agreement. No “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any TCB Holdings Benefit Plan that is reasonably likely to result in, or has already resulted in, the imposition of any material penalties or Taxes upon TCB Holdings or the Bank or any of their respective Subsidiaries under Section 502(i) of ERISA or Section 4975 of the Code.

(iii)          No Liability to the Pension Benefit Guaranty Corporation has been, or is expected by the TCB Holdings Parties or their respective Subsidiaries to be, incurred with respect to any TCB Holdings Benefit Plan that is subject to Title IV of ERISA (a “TCB Holdings Pension Plan”), or with respect to any “single-employer plan” (as defined in Section 4001(a) of ERISA) currently or formerly maintained by TCB Holdings or the Bank or any ERISA Affiliate. No TCB Holdings Pension Plan had an “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date of this Agreement; the fair market value of the assets of each TCB Holdings Pension Plan exceeds the present value of the “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA) under such TCB Holdings Pension Plan as of the end of the most recent plan year ending prior to the date of this Agreement, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such TCB Holdings Pension Plan as of the date of this Agreement; and no notice of a “reportable event” (as defined in Section 4043 of ERISA) for which the reporting requirement has not been waived has been required to be filed for any TCB Holdings Pension Plan within the 12-month period ending on the date of this Agreement. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has provided or was or is required to provide security to any TCB Holdings Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries or any ERISA Affiliate, has contributed to or is or has been obligated to contribute to any “multiemployer plan” as defined in Section 3(37) of ERISA.

(iv)          Each TCB Holdings Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) and which is intended to be qualified under Section 401(a) of the Code (a “TCB Holdings Qualified Plan”) has received a current favorable determination letter from the IRS (or, in the case of an IRS pre-approved plan, the pre-approved plan has a current IRS opinion or advisory letter upon which the TCB Holdings Parties are entitled to rely under applicable IRS guidance), and to the Knowledge of the TCB Holdings Parties there are no facts or circumstances that would reasonably be expected to result in the revocation of any such determination letter, opinion, or advisory letter. Each TCB Holdings Qualified Plan, if any, that is an “employee stock ownership plan” (as defined in Section 4975(e)(7) of the Code) has satisfied all of the applicable requirements of Sections 409 and 4975(e)(7) of the Code and the regulations thereunder in all material respects, and any assets of any such TCB Holdings Qualified Plan that, as of the end of the most recent plan year, are not allocated to participants’ individual accounts are pledged as security for, and may be applied to satisfy, any securities acquisition indebtedness.

(v)          Except as set forth on Schedule 4.2(s)(v) of the TCB Holdings Disclosure Memorandum, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has any obligations for post-retirement or post-employment health, medical, dental, vision, or life insurance benefits under any TCB Holdings Benefit Plan that cannot be amended or terminated upon 60 days or less notice without incurring any Liability thereunder, except for coverage required by Part 6 of Title I of ERISA or Section 4980B of the Code or similar state Laws, the cost of which is borne by the electing individuals.

(vi)          All contributions and payments required to be made with respect to any TCB Holdings Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any TCB Holdings Benefit Plan, have been timely made or paid in full by the applicable due date, with extensions, or to the extent not yet required to be made or paid have been fully reflected or reserved against in the Interim TCB Holdings Financials to the extent required by GAAP or regulatory accounting requirements. Each TCB Holdings Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (A) is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (B) is unfunded. Any unfunded TCB Holdings Benefit Plan pays benefits solely from the general assets of TCB Holdings or the Bank, or their applicable Subsidiary, for which arrangement the establishment of a trust under ERISA is not required.

(vii)          All required reports, notice, disclosures, and descriptions (including without limitation Form 5500 annual reports and required attachments, Forms 1099-R, summary annual reports, Forms PBGC-1, and summary plan descriptions) with respect to each TCB Holdings Benefit Plan have been timely filed or distributed in accordance in all material respects with applicable Law. All required Tax filings with respect to each TCB Holdings Benefit Plan have been made, and any Taxes due in connection with such filings have been paid. Since January 1, 2017, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has filed or been required to file with the IRS a Form 8928 in order to self-report any health plan violations which are subject to excise taxes under applicable provisions of the Code, and there are no facts or circumstances that would reasonably be expected to result in TCB Holdings or the Bank, or any of their respective Subsidiaries, being required by the Code to file any such Form 8928.

(viii)          Except as set forth on Schedule 4.2(s)(viii) of the TCB Holdings Disclosure Memorandum, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, is a party to or bound by any Contract (including without limitation any severance, change of control, salary continuation, or employment agreement) under or pursuant to which (A) any current or former director, officer, employee, or independent contractor of TCB Holdings or the Bank, or of any of their respective Subsidiaries, is or will be entitled to severance pay or change of control or other benefits, or any increase in severance pay or other benefits (whether upon termination of employment or termination of such Contract after the date hereof or otherwise), (B) the timing of any payment or vesting will be accelerated, any payment or funding (through a grantor trust or otherwise) of compensation or benefits will be triggered, the amount payable thereunder will be increased, or any withdrawal liability or any other material obligation will be triggered, or (C) there is or will be payable any “excess parachute payment” within the meaning of Section 280G of the Code, the imposition of any Tax under Section 409A of the Code, or the forgiveness of any indebtedness, in each case as a result or consequence of the execution or delivery of this Agreement, shareholder approval of this Agreement or the transactions contemplated hereby, or the consummation of the transactions, including the Parent Merger or the Bank Merger, contemplated hereby, either alone or in connection with any other event.

(ix)          Except as set forth on Schedule 4.2(s)(ix) of the TCB Holdings Disclosure Memorandum, each TCB Holdings Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) is in documentary compliance, in all material respects, with Section 409A of the Code and (A) was administered in good faith compliance, in all material respects, with Section 409A of the Code during the period beginning October 1, 2004, through December 31, 2008, and (B) has been administered in compliance, in all material respects, with Section 409A of the Code since January 1, 2009.

(x)          No Person is entitled to receive any additional payment (including without limitation any Tax gross-up or similar payment) from TCB Holdings or the Bank or any of their respective Subsidiaries as a result of the imposition of any excise Taxes under Section 4999 of the Code or any Taxes required or imposed by Section 409A of the Code.

(xi)          All of the TCB Holdings Benefit Plans are nondiscriminatory with respect to eligibility and benefits to the extent required under applicable provisions of the Code and other applicable Laws. To the extent required by applicable Law, all of the TCB Holdings Benefit Plans have been approved by the shareholders of TCB Holdings or the Bank, as applicable, or the shareholders of corporations TCB Holdings or the Bank has acquired.

(xii)          All TCB Holdings Voluntary Plans satisfy the regulatory safe-harbor requirements provided for by ERISA in order for such TCB Holdings Voluntary Plans to be considered not to be or to have been established, sponsored, or maintained by TCB Holdings or the Bank or any of their respective Subsidiaries and not to constitute an “employee benefit plan” subject to ERISA.

(t)          Real and Personal Property.

(i)          Set forth on Schedule 4.2(t)(i) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list (by street address) as of the date of this Agreement of all real property owned by TCB Holdings or the Bank or any of their respective Subsidiaries, including without limitation property carried on the books of the Bank as “Other Real Estate Owned” (the “Owned Real Property”), and all real property leased by TCB Holdings or the Bank or any of their respective Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, collectively, the “TCB Holdings Properties”). Except for the TCB Holdings Properties, as of the date of this Agreement, neither TCB Holdings nor the Bank nor any of their respective Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property, other than interests held as a creditor in real property securing Bank Loans. TCB Holdings and the Bank and their respective Subsidiaries have good and marketable title to all of the Owned Real Property (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any and all Liens, except Permitted Liens. Except as set forth on Schedule 4.2(t)(i) of the TCB Holdings Disclosure Memorandum, none of the Owned Real Property is leased by TCB Holdings or the Bank or any of their Subsidiaries. To the Knowledge of the TCB Holdings Parties, there are no material unpaid bills or claims for work performed on or at the TCB Holdings Properties other than bills for work that has been performed but which are not yet due and payable. Each lease pursuant to which TCB Holdings or the Bank or their respective Subsidiaries lease the Leased Real Property is valid, binding, enforceable, and in full force and effect, and neither TCB Holdings nor the Bank nor any of their respective Subsidiaries, nor to the Knowledge of the TCB Holdings Parties any other party to any such lease, is in breach or default under or in violation of, in any material respect, any provision of any such lease. The TCB Holdings Parties have previously delivered or made available to Reliant a true, correct, and complete copy of each such lease, including all amendments thereto. Except as set forth on Schedule 4.2(t)(i) of the TCB Holdings Disclosure Memorandum, each of the TCB Holdings Properties that is used or held for use by TCB Holdings or the Bank or their respective Subsidiaries in connection with the business or operations of TCB Holdings or the Bank or their respective Subsidiaries (the “TCB Holdings Business Properties”) is in good condition (normal wear and tear excepted), to the Knowledge of the TCB Holdings Parties conforms in all material respects with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the TCB Holdings Parties to be adequate for the current business of the TCB Holdings Parties and their respective Subsidiaries. To the Knowledge of the TCB Holdings Parties, none of the buildings, structures, or other improvements located on any of the TCB Holdings Business Properties encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way, and none of the buildings, structures, or other improvements located on any parcel adjoining any of the TCB Holdings Business Properties encroaches upon or over any portion of the TCB Holdings Business Properties. Except as set forth on Schedule 4.2(t)(i) of the TCB Holdings Disclosure Memorandum, there are no easements of any kind on, in respect of, or affecting the TCB Holdings Business Properties that materially and adversely affect the rights of the TCB Holdings Parties and their respective Subsidiaries to use the TCB Holdings Business Properties for the conduct of their business.

(ii)          The TCB Holdings Parties and their respective Subsidiaries are entitled to and have exclusive possession of the Leased Real Property pursuant to valid and enforceable leases for the Leased Real Property; except as set forth on Schedule 4.2(t)(ii) of the TCB Holdings Disclosure Memorandum, the TCB Holdings Properties are not subject to any other legally binding lease, tenancy, or license or any legally binding agreement to grant any such lease, tenancy, or license that materially interferes with the TCB Holdings Parties’ or their respective Subsidiaries’ use of the TCB Holdings Properties; and, except as set forth on Schedule 4.2(t)(ii) of the TCB Holdings Disclosure Memorandum, there is no Person in possession or occupation of, or who has any current right to possession or occupation of, the TCB Holdings Properties other than the TCB Holdings Parties and their respective Subsidiaries.

(iii)          Except as set forth on Schedule 4.2(t)(iii) of the TCB Holdings Disclosure Memorandum, none of the TCB Holdings Properties, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the TCB Holdings Parties have no Knowledge that any of the TCB Holdings Properties, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. To the Knowledge of the TCB Holdings Parties, there are no special, general, or other assessment proceedings affecting the TCB Holdings Properties which, if as a result of which a special, general, or other assessment were imposed, would materially increase the cost of using and operating the TCB Holdings Properties as currently used and operated by the TCB Holdings Parties and their respective Subsidiaries.

(iv)          To the Knowledge of the TCB Holdings Parties, none of the TCB Holdings Properties are located in any special flood hazard area or zone on any official flood hazard map published by the United States Federal Emergency Management Agency or in any wetland area as designated by the United States Army Corps of Engineers, the United States Environmental Protection Agency, or any applicable state or local agency. To the Knowledge of the TCB Holdings Parties, the TCB Holdings Business Properties are appropriately zoned for each of the purposes for which they are being used by the TCB Holdings Parties and their respective Subsidiaries.

(v)          Except as set forth on Schedule 4.2(t)(v) of the TCB Holdings Disclosure Memorandum, since January 1, 2017, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has experienced any material restriction in access to or from public roads or any material restriction in access to any utilities, including without limitation water, sewer, drainage, gas, electric, telephone, cable, and internet, used by TCB Holdings or the Bank or any of their respective Subsidiaries in the operation of their business as presently conducted, and there is no pending or, to the Knowledge of the TCB Holdings Parties, threatened governmental action that would, or would reasonably be expected to, prohibit or materially interfere with such access. All existing utilities provided at the TCB Holdings Properties are adequate in all material respects for the TCB Holdings Parties’ and their respective Subsidiaries’ existing use and operation of the TCB Holdings Properties.

(vi)          TCB Holdings and the Bank and their respective Subsidiaries have good and marketable title to all personal property owned by them, in each case free and clear of any and all Liens, except for Permitted Liens. Each lease pursuant to which TCB Holdings or the Bank, or any of their respective Subsidiaries, leases personal property is valid, binding, enforceable, and in full force and effect, and neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, nor to the Knowledge of the TCB Holdings Parties any other party to any such lease, is in default under or in breach or violation of any provision of any such lease, except for defaults, breaches, or violations that, either individually or in the aggregate, have not had and would not reasonably be expected to have a TCB Holdings Material Adverse Effect. The personal property owned or leased by TCB Holdings and the Bank and their respective Subsidiaries is reasonably considered by the TCB Holdings Parties to be in good condition, normal wear and tear excepted, and is sufficient for the carrying on of the business of TCB Holdings and the Bank and their respective Subsidiaries in the ordinary course consistent with past practice.

(u)          Environmental Matters.

(i)          Each of the TCB Holdings Properties is, and has been during the period of TCB Holdings’ or the Bank’s or their respective Subsidiaries’ ownership or operation thereof, in compliance in all material respects with all Environmental Laws, and to the Knowledge of the TCB Holdings Parties each of the TCB Holdings Loan Properties is, and has been during the period of TCB Holdings’ or the Bank’s or their respective Subsidiaries’ possession of a security interest therein, in compliance in all material respects with all Environmental Laws. There is no suit, claim, action, demand, executive or administrative order, investigation, directive, or proceeding pending or, to the Knowledge of the TCB Holdings Parties, threatened against TCB Holdings or the Bank or any of their respective Subsidiaries, (A) relating to alleged noncompliance with or Liability under any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Substance, whether or not occurring at or on a site owned, leased, or operated by TCB Holdings or the Bank or any of their respective Subsidiaries. To the Knowledge of the TCB Holdings Parties, there is no suit, claim, action, demand, executive or administrative order, directive, investigation, or proceeding pending or threatened against or relating to any TCB Holdings Loan Property (or TCB Holdings or the Bank or any of their respective Subsidiaries in respect of any TCB Holdings Loan Property) (A) relating to alleged noncompliance with or Liability under any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Substance, whether or not occurring at or on a TCB Holdings Loan Property. Neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has received any written notice, demand letter, executive or administrative order, directive, or request for information from any Governmental Entity or other third party indicating that it is or may be in violation of or have any Liability under any Environmental Law.

(ii)          There are no underground storage tanks at or on any of the TCB Holdings Properties or any other property currently operated by TCB Holdings or the Bank or any of their respective Subsidiaries. Neither TCB Holdings nor the Bank nor any of their respective Subsidiaries, nor to the Knowledge of the TCB Holdings Parties any other Person, has closed or removed any underground storage tank on or from any of the TCB Holdings Properties or any other property operated by TCB Holdings or the Bank or any of their respective Subsidiaries. None of the TCB Holdings Properties is the site of or, to the Knowledge of the TCB Holdings Parties, was formerly the site of a dry cleaning facility.

(iii)          During the period of the TCB Holdings Parties’ and their respective Subsidiaries’ ownership, occupancy, or operation of the TCB Holdings Properties, there has been no contamination by or release of Hazardous Substances in, on, under, or affecting such properties, except for releases of Hazardous Substances, individually or in the aggregate, in quantities below the level at which they were regulated under any Environmental Law in effect at the time of such release(s). To the Knowledge of the TCB Holdings Parties, prior to the period of the TCB Holdings Parties’ and their respective Subsidiaries’ ownership, occupancy, or operation of the TCB Holdings Properties there was no contamination by or release of Hazardous Substances in, on, under, or affecting such properties, except for releases of Hazardous Substances, individually or in the aggregate, in quantities below the level at which they were regulated under any Environmental Law in effect at the time of such release(s).

(iv)          The TCB Holdings Parties and their respective Subsidiaries have all permits, licenses, consents, orders, authorizations, and approvals required by the Environmental Laws for the use and occupancy of, and for all operations and activities conducted on, any properties owned, leased, operated, or occupied by the TCB Holdings Parties or their respective Subsidiaries, and the TCB Holdings Parties and their respective Subsidiaries are in compliance in all material respects with all such permits, licenses, consents, orders, authorizations, and approvals. All such permits, licenses, consents, orders, authorizations, and approvals were duly issued, are in full force and effect, and will remain in full force and effect as of and immediately after the Effective Time.

(v)          Fairness Opinion.  Prior to the Parties’ execution of this Agreement, the board of directors of TCB Holdings has received from Olsen Palmer LLC an opinion (which, if initially rendered verbally, has been or will be confirmed in a written opinion dated the same date) to the effect that, as of the date of such opinion and subject to the assumptions and qualifications set forth therein, the Merger Consideration to be received by the shareholders of TCB Holdings for all the shares of TCB Holdings Common Stock in the Merger pursuant to this Agreement is fair, from a financial point of view, to such shareholders, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

(w)          Broker Fees.  Except as set forth on Schedule 4.2(w) of the TCB Holdings Disclosure Memorandum, neither TCB Holdings or the Bank or any of their respective Subsidiaries, nor any of their respective officers, directors, employees, or agents, has engaged or employed any broker, investment banker, or finder or incurred any Liability for any financial advisory, investment banking, brokerage, or finder’s fees, commissions, or expenses, and no broker, investment banker, or finder has acted directly or indirectly for or on behalf of TCB Holdings or the Bank or any of their respective Subsidiaries, in connection with this Agreement or the transactions contemplated hereby.

(x)          Loan Matters.

(i)          All Loans made, originated, or held by TCB Holdings or the Bank or any of their respective Subsidiaries (collectively, the “Bank Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of the Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as had not had and would not reasonably be expected to have, either individually or in the aggregate, a TCB Holdings Material Adverse Effect. To the Knowledge of the TCB Holdings Parties, none of the Bank Loans are subject to any defenses, setoffs, or counterclaims, including without limitation any of such as are afforded by usury or truth in lending Laws, subject, however, to the Enforceability Exceptions. The notes or other evidences of indebtedness evidencing the Bank Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions).

(ii)          Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a TCB Holdings Material Adverse Effect, neither the terms of any Loan held, originated, made, administered, or serviced by TCB Holdings or the Bank or any of their respective Subsidiaries, any of the documentation for any such Loan, the manner in which any such Loan has been administered or serviced, nor TCB Holdings’ or the Bank’s or their respective Subsidiaries’ practices of approving or rejecting Loan applications violate any Law applicable thereto, including without limitation the Truth in Lending Act of 1968, as amended; Regulation B, Regulation O, and Regulation Z of the Federal Reserve; the CRA; the Equal Credit Opportunity Act, as amended; and any state Laws relating to consumer protection, installment sales, or usury.

(iii)          The TCB Holdings Parties’ allowance for loan and lease losses is, and shall be as of the Effective Time, in compliance in all material respects with their existing methodology for determining the adequacy of their allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board, and is and shall be as of the Effective Time adequate under all such standards.

(iv)          Except as set forth on Schedule 4.2(x)(iv) of the TCB Holdings Disclosure Memorandum, none of the Contracts pursuant to which TCB Holdings or the Bank or any of their respective Subsidiaries has sold Loans or pools of Loans, or participations in Loans or pools of Loans, contain any Liability on the part of TCB Holdings or the Bank or any of their respective Subsidiaries to repurchase such Loans or interests therein.

(v)          Set forth on Schedule 4.2(x)(v) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all Loans, as of the date of this Agreement, by TCB Holdings or the Bank or any of their respective Subsidiaries to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of TCB Holdings or the Bank or any of their respective Subsidiaries. All such Loans are, and were originated, in compliance in all material respects with all applicable Laws.

(vi)          Set forth on Schedule 4.2(x)(vi) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete listing, as of July 31, 2019, of (A) each borrower, customer, or other Person who has notified TCB Holdings or the Bank or any of their respective Subsidiaries during the past 12 months of, or has asserted against TCB Holdings or the Bank or any of their respective Subsidiaries, any “lender liability” or similar claim; (B) all Loans of TCB Holdings and the Bank and their respective Subsidiaries (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “special mention,” “substandard,” “doubtful,” “loss,” or words of similar import, (4) where the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the origination of the Loans due to concerns regarding the borrowers’ ability to pay in accordance with the Loans’ original terms, or (5) where a specific reserve allocation exists in connection therewith; and (C) all assets classified by TCB Holdings or the Bank or any of their respective Subsidiaries as “other real estate owned” or real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure, in each case including the book value thereof as of July 31, 2019.

(vii)          Except for such exceptions as are not and would not reasonably be expected to be, either individually or in the aggregate, material to the TCB Holdings Parties, each Loan held by TCB Holdings or the Bank or their respective Subsidiaries (A) is evidenced by notes, agreements, or other evidences of indebtedness that are true, genuine, and what they purport to be, (B) to the extent secured, has been secured by valid Liens which have been perfected, and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

(viii)          To the Knowledge of the TCB Holdings Parties, there are no material oral modifications or amendments related to any Loans held by TCB Holdings or the Bank or their respective Subsidiaries that are not reflected in the written records of the TCB Holdings Parties or their respective Subsidiaries. All Loans held by TCB Holdings or the Bank or their respective Subsidiaries are owned by the TCB Holdings Parties or their respective Subsidiaries free and clear of any Liens, except for Liens on Loans granted to the Federal Home Loan Bank of Cincinnati to secure advances therefrom. No claims of defense as to the enforcement of any Loan held by TCB Holdings or the Bank or their respective Subsidiaries have been asserted in writing against the TCB Holdings Parties or their respective Subsidiaries for which there is a reasonable possibility of an adverse determination. None of the Loans held by TCB Holdings or the Bank or their respective Subsidiaries are presently serviced by third parties, and there is no obligation which could result in any such Loan becoming subject to any third-party servicing.

(ix)          Neither TCB Holdings or the Bank nor any of their respective Subsidiaries is now or has been since January 1, 2017, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

(y)          Material Interests of Certain Persons.  Except for deposit and loan relationships entered into in the ordinary course of business in compliance, in all material respects, with applicable Law, no current or former officer or director of TCB Holdings or the Bank or any of their respective Subsidiaries, or any immediate family member or Affiliate of any such Person, has any material direct or indirect interest in any Contract of TCB Holdings or the Bank or any of their respective Subsidiaries or any property, real or personal, tangible or intangible, of, used in the business of, or owned or leased by TCB Holdings or the Bank or any of their respective Subsidiaries.

(z)          Insurance.  Set forth on Schedule 4.2(z) of the TCB Holdings Disclosure Memorandum is a true, correct, and complete list of all policies of insurance currently held or maintained by TCB Holdings or the Bank or any of their respective Subsidiaries, including without limitation bank-owned life insurance (collectively, the “TCB Holdings Insurance Policies”), together with, for each such TCB Holdings Insurance Policy, (i) the name of the insurer, (ii) the named insured(s), (iii) the nature of the coverage, (iv) the policy limits (on a per occurrence and aggregate basis), (v) the annual premiums, and (vi) the expiration date. TCB Holdings and the Bank and their respective Subsidiaries are insured with reputable insurers against such risks and in such amounts as management and the boards of directors of the TCB Holdings Parties have reasonably determined to be prudent and generally consistent with industry practices. All of the TCB Holdings Insurance Policies are in full force and effect. Neither TCB Holdings or the Bank nor any of their respective Subsidiaries is in default, in any material respect, under any TCB Holdings Insurance Policy, and no event has occurred which, with notice or lapse of time or both, would constitute a material default or permit a termination, material modification, or acceleration under any of the TCB Holdings Insurance Policies. All premiums due and payable under or with respect to the TCB Holdings Insurance Policies have been timely and fully paid, and all claims thereunder have been filed in a timely fashion. To the Knowledge of the TCB Holdings Parties, there is no claim for coverage by TCB Holdings or the Bank or any of their respective Subsidiaries in the amount of $100,000 or more pending under any of the TCB Holdings Insurance Policies as to which coverage has been questioned, denied, or disputed. Neither TCB Holdings nor the Bank nor any of their respective Subsidiaries has received written notice of any termination of (actual or threatened), material premium increase with respect to, or material alteration of coverage under any of the TCB Holdings Insurance Policies.

(aa)          Investment Securities.  Except as set forth on Schedule 4.2(aa) of the TCB Holdings Disclosure Memorandum, the TCB Holdings Parties and their respective Subsidiaries have good title to all securities and commodities owned by them (except those sold under repurchase agreements), free and clear of any Liens, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the TCB Holdings Parties and their Subsidiaries. Such securities and commodities are valued on the books of the TCB Holdings Parties and their respective Subsidiaries in accordance with GAAP in all material respects. The TCB Holdings Parties and their respective Subsidiaries employ investment, securities, commodities, risk management, and other policies, practices, and procedures that are prudent and reasonable in the context of their respective businesses, and prior to the date of this Agreement, the TCB Holdings Parties have made available to Reliant true, correct, and complete copies of, or the material terms of, such policies, practices, and procedures. Except for restrictions that exist for securities that are classified as “held to maturity,” none of the investment securities held by TCB Holdings or the Bank or any of their respective Subsidiaries are subject to any restriction (whether contractual, statutory, or otherwise) that would materially impair the ability of the entity holding such investment securities freely to dispose of such investment securities at any time. Neither TCB Holdings nor the Bank nor any of their respective Subsidiaries is a party to or has agreed to enter into any exchange-traded or over-the-counter equity, interest rate, foreign exchange, or other swap, forward, future, option, cap, floor, or collar, or any other Contract that is a derivative contract (including various combinations thereof), or owns securities that (i) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes,” or “capped floating rate mortgage derivatives” or (ii) are likely to have changes in value as a result of interest or exchange rate changes that materially exceed normal changes in value attributable to interest or exchange rate changes.

(bb)          Securities Transactions.  All offers and sales of securities by TCB Holdings or the Bank or any of their respective Subsidiaries were at all relevant times exempt from, or complied in all material respects with, the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and applicable state securities or “blue sky” Laws. Neither the TCB Holdings Parties nor, to the Knowledge of the TCB Holdings Parties, any director, officer, or employee of TCB Holdings or the Bank or any Person related to any such director, officer, or employee by blood, marriage, or adoption and residing in the same household has purchased or sold, or caused to be purchased or sold, any shares of TCB Holdings Stock or Bank Stock (or other securities issued by TCB Holdings or the Bank) in violation, in any material respect, of any applicable provision of federal or state securities Laws.

(cc)          Transactions with Affiliates.  All “covered transactions” between the Bank and any “affiliate” within the meaning of Section 23A and Section 23B of the Federal Reserve Act and the regulations promulgated pursuant thereto have been in compliance in all material respects with such provisions of Law.

(dd)          Fiduciary Accounts.  TCB Holdings and the Bank and their respective Subsidiaries have properly administered all accounts, if any, for which they serve or act as a fiduciary, including without limitation accounts for which they serve as trustee, agent, custodian, personal representative, guardian, conservator, or investment advisor, in accordance in all material respects with the terms of all governing documents and applicable Laws. Neither TCB Holdings nor the Bank nor any of their respective Subsidiaries, nor to the Knowledge of the TCB Holdings Parties any of their or their Subsidiaries’ respective directors, officers, or employees, have committed any breach of trust with respect to any fiduciary account, and the records for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account.

(ee)          Tax Treatment of Transaction.  Other than fluctuations in the relative amounts or value of the Cash Consideration and the Stock Consideration, the TCB Holdings Parties have no Knowledge of any fact or circumstance that would reasonably be expected to prevent the Parent Merger from qualifying as a “reorganization” under the provisions of Section 368(a) of the Code.

(ff)          CRA, Anti-Money Laundering, OFAC, and Customer Information Security.  The Bank received a rating of “Satisfactory” or better during its most recent examination or interim review with respect to the CRA. The TCB Holdings Parties do not have Knowledge of any facts or circumstances that reasonably would be expected to cause the Bank (i) to be deemed not to be in satisfactory compliance, in any material respect, with the CRA and the regulations promulgated thereunder, or to be assigned a rating for CRA purposes by federal banking regulators of lower than “Satisfactory”; (ii) to be deemed to be operating in violation, in any material respect, of the Bank Secrecy Act of 1970, as amended, the USA PATRIOT Act, any order issued with respect to anti-money laundering by the United States Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering Law; or (iii) to be deemed not to be in satisfactory compliance, in any material respect, with applicable privacy of customer or consumer information requirements contained in any federal or state privacy Laws, including without limitation in Title V of the Gramm-Leach-Bliley Act of 1999, as amended, and the regulations promulgated thereunder, as well as the provisions of the information security policies or program adopted by the Bank. To the Knowledge of the TCB Holdings Parties, no non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner which would, or would reasonably be expected to, cause the Bank to undertake any significant remedial action. The board of directors of the Bank has adopted, and the Bank has implemented, an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT Act, and such anti-money laundering program meets the requirements of Section 352 of the USA PATRIOT Act and the regulations thereunder, and the Bank has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Act and the regulations thereunder.

(gg)          Internal Controls.  The records, systems, controls, data, and information of the TCB Holdings Parties and their respective 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 the TCB Holdings Parties and their respective Subsidiaries (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that has not had and would not reasonably be expected to have a material adverse effect on the TCB Holdings Parties’ or their respective Subsidiaries’ system of internal accounting controls. TCB Holdings and the Bank and their respective 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 for a non-public company that does not file reports under the Exchange Act and that has assets less than $500 million. Except as set forth on Schedule 4.2(gg) of the TCB Holdings Disclosure Memorandum, there are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that have adversely affected in any material respect, or would reasonably be expected to adversely affect in any material respect, the ability of TCB Holdings or the Bank or their respective Subsidiaries to record, process, summarize, and report financial information. Except as set forth on Schedule 4.2(gg) of the TCB Holdings Disclosure Memorandum, since January 1, 2017, (i) neither the TCB Holdings Parties nor any of their respective Subsidiaries, nor to the Knowledge of the TCB Holdings Parties any director, officer, or employee of the TCB Holdings Parties or any of their respective Subsidiaries, has received any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of the TCB Holdings Parties or any of their respective Subsidiaries or internal accounting controls, including any complaint, allegation, assertion, or claim that the TCB Holdings Parties or any of their respective Subsidiaries have engaged in questionable accounting or auditing practices, and (ii) no attorney representing the TCB Holdings Parties or any of their respective Subsidiaries, or any other Person (other than federal and state bank regulatory agencies or authorities in the ordinary course of routine regulatory examinations and visitations), whether or not employed by the TCB Holdings Parties or any of their respective Subsidiaries, has reported evidence of any material violation of securities Laws, breach of fiduciary duty, or material violation of banking or other Laws by the TCB Holdings Parties or any of their respective Subsidiaries, or any of the officers, directors, or employees of the TCB Holdings Parties or any of their respective Subsidiaries, to the board of directors of TCB Holdings or the Bank or any of their respective Subsidiaries (or any committee thereof) or, to the Knowledge of the TCB Holdings Parties, to any director or executive officer of TCB Holdings or the Bank or any of their respective Subsidiaries. Since January 1, 2015, there has occurred no fraud, whether or not material, that involves management or other employees who have a role in the TCB Holdings Parties’ internal controls over financial reporting.

(hh)          Regulatory Capital.  TCB Holdings and the Bank are “well-capitalized” as such term is defined in 12 C.F.R. 225.2 and 12 C.F.R. 325.103, respectively.

(ii)          State Antitakeover Laws.  TCB Holdings and the Bank have taken (through their respective boards of directors or otherwise) all action required to render inapplicable to this Agreement and the transactions contemplated hereby any otherwise applicable state antitakeover Laws, including without limitation any “moratorium,” “control share,” “fair price,” “takeover,” or “interested shareholder” Law (collectively, “Takeover Laws”).

(jj)          No Further Representations.

(i)          Except for the representations and warranties made by the TCB Holdings Parties in this Article IV (including the related portions of the TCB Holdings Disclosure Memorandum), neither TCB Holdings nor the Bank, nor any other Person, makes or has made any express or implied representation or warranty with respect to TCB Holdings or the Bank or their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of the TCB Holdings Parties and their respective Subsidiaries, and the TCB Holdings Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither TCB Holdings nor the Bank, nor any other Person, makes or has made any representation or warranty to Reliant or any of its Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to the TCB Holdings Parties or any of their respective Subsidiaries or the respective businesses of the TCB Holdings Parties and their respective Subsidiaries or (ii) except for the representations and warranties made by the TCB Holdings Parties in this Article IV, any oral or written information presented, delivered, or made available to Reliant or any of its Affiliates or representatives in the course of their due diligence investigation of the TCB Holdings Parties or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

(ii)          The TCB Holdings Parties acknowledge and agree that (A) except as expressly set forth in Article V (including the related portions of the Reliant Disclosure Memorandum), neither Reliant nor any other Person makes or has made any express or implied representation or warranty with respect to Reliant or Reliant Bank or their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of the Reliant Parties and their respective Subsidiaries and (B) any such other representations or warranties are specifically disclaimed and the TCB Holdings Parties did not rely on any representation or warranty not contained in Article V (including the related portions of the Reliant Disclosure Memorandum) when making their decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.

Section 5.1          Reliant Disclosure Memorandum.  Prior to or simultaneously with the Parties’ execution and delivery of this Agreement, Reliant has delivered to the TCB Holdings Parties a confidential memorandum (the “Reliant Disclosure Memorandum”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties of Reliant contained in this Article V, making specific reference in such Reliant Disclosure Memorandum to the section(s) of this Agreement to which such items relate.

Section 5.2          Reliant Representations and Warranties.  Subject to and except as disclosed in the Reliant Securities Filings (as defined below) filed prior to the date hereof (but excluding any risk factor disclosures under the heading “Risk Factors,” any forward-looking statement disclosures or disclaimers, and any other disclosures that are cautionary, predictive, or forward-looking in nature), Reliant hereby represents and warrants to the TCB Holdings Parties as follows:

(a)          Organization and Qualification.  Reliant is a corporation duly organized, validly existing, and in good standing under the laws of the State of Tennessee and is duly registered as a financial holding company under the BHCA. Reliant Bank is a banking corporation duly organized, validly existing, and in good standing under the laws of the State of Tennessee. Each of Reliant and Reliant Bank has the corporate power and authority to own, lease, and operate its properties and assets and to conduct its respective business as presently conducted. Each of Reliant and Reliant Bank is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing and qualification necessary, except where the failure to be so licensed, qualified, or in good standing would not reasonably be expected to have a Reliant Material Adverse Effect. Neither Reliant nor Reliant Bank is in violation, in any material respect, of its respective charter or bylaws.

(b)          Subsidiaries.  Each Subsidiary of Reliant (other than Reliant Bank) and each Subsidiary of Reliant Bank is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization, or formation; has all requisite corporate, limited liability company, or other power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted; and is duly licensed and qualified to transact business and is in good standing in each jurisdiction in which the character of the properties or assets owned or leased by it or the nature of the business conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified, or in good standing would not reasonably be expected to have a Reliant Material Adverse Effect. The ownership interests of Reliant and Reliant Bank in their respective Subsidiaries are in compliance with all applicable Laws, except where the failure to be in compliance would not reasonably be expected to have a Reliant Material Adverse Effect. The outstanding capital stock or other outstanding equity or ownership interests of each Subsidiary of Reliant (other than the Bank) and/or Reliant Bank have been validly authorized and are validly issued, fully paid, and non-assessable. No shares of capital stock or other equity or ownership interests of any Subsidiary of Reliant and/or Reliant Bank are or may be required to be issued by virtue of any options, warrants, or other rights; no securities exist that are convertible into or exchangeable for any shares of capital stock or other equity or ownership interests of any Subsidiary of Reliant and/or Reliant Bank; and there are no Contracts for the issuance of any additional capital stock or other equity or ownership interests of any Subsidiary of Reliant and/or Reliant Bank or any options, warrants, or other rights to acquire any such capital stock or other equity or ownership interests.  From January 1, 2017, to and including the date of this Agreement, each of Reliant Bank and any other equity holder of Reliant Mortgage Ventures, LLC, a Tennessee limited liability company, has complied with its obligations under the Operating Agreement of Reliant Mortgage Ventures, LLC, except to the extent that noncompliance would not reasonably be expected to have a Reliant Material Adverse Effect.

(c)          Capitalization.  As of the date of this Agreement, the authorized capital stock of Reliant consists of (i) 30,000,000 shares of Reliant Common Stock, of which 11,195,062 shares are issued and outstanding, and (ii) 10,000,000 shares of Reliant Preferred Stock, no shares of which are issued and outstanding. As of the date of this Agreement, the authorized capital stock of Reliant Bank consists of (i) 10,000,000 shares of Reliant Bank Common Stock, of which 3,062,358 shares are issued and outstanding and owned by Reliant, and (ii) 10,000,000 shares of Reliant Bank Preferred Stock, no shares of which are issued and outstanding. As of the date of this Agreement, there are no other classes or series of authorized, issued, or outstanding capital stock of Reliant or Reliant Bank. All of the issued and outstanding shares of Reliant Stock and Reliant Bank Stock have been duly and validly authorized and issued in compliance in all material respects with all applicable Laws and are fully paid and non-assessable with no personal liability attaching to the ownership thereof, and none of the issued and outstanding shares of Reliant Stock or Reliant Bank Stock have been issued in violation of the preemptive or other rights of any Person. Except as set forth on Schedule 5.2(c) of the Reliant Disclosure Memorandum, as of the date of this Agreement, (i) there are no outstanding options, warrants, subscriptions, agreements, contracts, rights, calls, or commitments, of any kind or character, that require or obligate or could require or obligate Reliant to issue, deliver, or sell, or cause to be issued, delivered, or sold, any additional shares of Reliant Stock, or securities convertible into or exercisable for shares of Reliant Stock, or that require or obligate or could require or obligate Reliant to grant, extend, or enter into any such option, warrant, subscription, agreement, contract, right, call, or commitment, and (ii) there are no outstanding options, warrants, subscriptions, agreements, contracts, rights, calls, or commitments, of any kind or character, that require or obligate or could require or obligate Reliant Bank to issue, deliver, or sell, or cause to be issued, delivered, or sold, any additional shares of Reliant Bank Stock, or securities convertible into or exercisable for shares of Reliant Bank Stock, or that require or obligate or could require or obligate Reliant Bank to grant, extend, or enter into any such option, warrant, subscription, agreement, contract, right, call, or commitment. As of the date of this Agreement, no bonds, debentures, notes, or other indebtedness having the right to vote on any matters on which shareholders of Reliant may vote are issued or outstanding.

(d)          Authority.  Reliant, and Reliant Bank as applicable, has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the consents, approvals, waivers, notices, and filings and registrations referred to in Section 5.2(f), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Reliant and the consummation by the Reliant Parties of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the boards of directors of Reliant and Reliant Bank, and no other corporate actions or proceedings on the part of Reliant or Reliant Bank are necessary to authorize the execution and delivery of this Agreement by Reliant and the consummation by Reliant and Reliant Bank of the transactions contemplated hereby, except for the approval of the Bank Merger Agreement by Reliant as the sole shareholder of Reliant Bank. The board of directors of Reliant has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Reliant and its shareholders. This Agreement has been duly and validly executed and delivered by Reliant and, assuming due authorization, execution, and delivery by TCB Holdings and the Bank, constitutes a valid and legally binding obligation of Reliant enforceable against Reliant in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

(e)          No Violations.  Neither the execution, delivery, or performance of this Agreement by Reliant nor the consummation of the transactions contemplated by this Agreement will (i) assuming the approval of the Bank Merger Agreement by Reliant as the sole shareholder of Reliant Bank, violate the charter or bylaws of Reliant or Reliant Bank or (ii) assuming that the consents, approvals, waivers, notices, and filings and registrations referred to in Section 5.2(f) have been obtained, given, and made and all applicable waiting periods have expired, (A) violate in any material respect any Law applicable to the Reliant Parties or any of their respective Subsidiaries, to which the Reliant Parties or any of their respective Subsidiaries (or the properties or assets of the Reliant Parties or any of their respective Subsidiaries) are subject, or by which the Reliant Parties or any of their respective Subsidiaries (or the properties or assets of the Reliant Parties or any of their respective Subsidiaries) are bound or (B) constitute a breach or violation of or a default under (or an event which, with notice or lapse of time or both, would constitute a default under), or result in the termination, cancellation, or modification of, accelerate the maturity of or the performance required by, or result in the creation of any Lien upon any of the properties or assets of Reliant or Reliant Bank or any of their Subsidiaries under, any of the terms, conditions, or provisions of any Contract which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to which Reliant or Reliant Bank, or any of their Subsidiaries, is a party or to or by which any of the properties or assets of Reliant or Reliant Bank, or any of their Subsidiaries, may be subject or bound, except, in the case of clause (ii) above only, for breaches, violations, defaults, terminations, cancellations, modifications, accelerations, or Liens that would not reasonably be expected to have, either individually or in the aggregate, a Reliant Material Adverse Effect.

(f)          Consents and Approvals.  No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity are required to be obtained, given, or made by Reliant or Reliant Bank in connection with the execution and delivery of this Agreement by Reliant or the consummation of the Parent Merger, the Bank Merger, or the other transactions contemplated by this Agreement, except (i) the Regulatory Approvals; (ii) the filing of the Articles of Merger with the Tennessee Secretary of State and the filing of the Bank Merger Certificates; (iii) the filing with the SEC of the Proxy Statement/Prospectus in definitive form and the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), and declaration of effectiveness of the Registration Statement by the SEC; (iv) such other filings, notices, registrations, consents, declarations, and approvals as are required to be made, given, or obtained under or pursuant to applicable federal or state securities Laws or the rules of Nasdaq, including without limitation those required to be made, given, or obtained in connection with the issuance by Reliant of shares of Reliant Common Stock as Merger Consideration pursuant to this Agreement; (v) the approval of the listing on Nasdaq of the shares of Reliant Common Stock to be issued as Merger Consideration; (vi) the approval of the Bank Merger Agreement by Reliant as the sole shareholder of Reliant Bank; and (vii) as set forth on Schedule 5.2(f) of the Reliant Disclosure Memorandum. As of the date of this Agreement, Reliant does not have Knowledge of any reason why any of the consents, approvals, or waivers referred to in this Section 5.2(f) will not be obtained or received in a timely manner without the imposition of any Burdensome Condition (as defined in Section 8.1(b)).

(g)          Reports.  Reliant and Reliant Bank have filed or furnished, as applicable, all reports, notices, applications, schedules, registration and proxy statements, and other filings, documents, and instruments (together with any amendments required to be made with respect thereto) that they have been required to file or furnish since January 1, 2017, with or to the Federal Reserve, the FDIC, the TDFI, or any other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file or furnish the same or pay such fees and assessments would not reasonably be expected to have, either individually or in the aggregate, a Reliant Material Adverse Effect. As of their respective dates, such reports, notices, applications, schedules, registration and proxy statements, and other filings, documents, and instruments were complete and accurate in all material respects and complied in all material respects with all applicable Laws.

(h)          Securities Filings.  Reliant has filed with the SEC all reports, schedules, registration statements, definitive proxy statements, exhibits, and other filings and materials that Reliant has been required to file under the Securities Act or the Exchange Act, or the rules and regulations promulgated thereunder, since January 1, 2017 (collectively, the “Reliant Securities Filings”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing), none of the Reliant Securities Filings 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 made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing), the Reliant Securities Filings complied in all material respects with applicable requirements of the Securities Act and/or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder applicable to such Reliant Securities Filings.

(i)          Financial Statements.  The consolidated financial statements of Reliant and its Subsidiaries included in the Reliant Securities Filings (including the related notes, where applicable) (the “Reliant Financial Statements”) fairly present in all material respects the financial position, results of operations, and cash flows of Reliant and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount). Each of the Reliant Financial Statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and each of such Reliant Financial Statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Reliant and its Subsidiaries have since January 1, 2017, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2017, no independent public accounting firm of Reliant has resigned (or informed Reliant that it intends to resign) or been dismissed as independent public accountants of Reliant as a result of or in connection with any disagreements with Reliant on a matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

(j)          Undisclosed Liabilities.  Neither Reliant nor any of its Subsidiaries has, or has incurred, any Liability, other than (i) Liabilities reflected on or reserved against in the consolidated balance sheet of Reliant and its Subsidiaries as of June 30, 2019, included in Reliant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 (the “Second Quarter 10-Q”), (ii) off-balance sheet Liabilities disclosed in the Second Quarter 10-Q, (iii) Liabilities incurred since June 30, 2019, in the ordinary course of business consistent with past practice that, either individually or in the aggregate, have not had and would not reasonably be expected to have a Reliant Material Adverse Effect, and (iv) Liabilities incurred in connection with this Agreement or the transactions contemplated hereby.

(k)          Absence of Certain Changes or Events.  Since (and including) January 1, 2019, there has been no effect, circumstance, occurrence, event, development, or change that, individually or taken together with all other effects, circumstances, occurrences, events, developments, and changes, has had or would reasonably be expected to have a Reliant Material Adverse Effect.

(l)          Litigation.  There are no suits, actions, claims, investigations, or legal, administrative, arbitration, or other proceedings pending or, to the Knowledge of Reliant, threatened against Reliant or Reliant Bank or any of their respective Subsidiaries, any current or former director, officer, or employee of Reliant or Reliant Bank or any of their respective Subsidiaries in his or her capacity as such, any Reliant Benefit Plan (as defined below), or any property, asset, right, or interest of Reliant or Reliant Bank or any of their respective Subsidiaries, which, individually or in the aggregate, have had or would reasonably be expected to have a Reliant Material Adverse Effect, and, to the Knowledge of Reliant, there are no facts or circumstances that would reasonably be expected to give rise to any such suit, action, claim, investigation, or legal, administrative, arbitration, or other proceeding. Neither Reliant nor Reliant Bank nor any of their respective Subsidiaries, nor any of the properties or assets of Reliant or Reliant Bank or any of their respective Subsidiaries, is a party or subject to or bound by any judgment, decree, injunction, order, or ruling of any Governmental Entity (other than such as are applicable to banks or bank holding companies generally) that, individually or in the aggregate, has had or would reasonably be expected to have a Reliant Material Adverse Effect.

(m)          Regulatory Actions.  Since January 1, 2017, neither Reliant nor Reliant Bank has been a party to or subject to any cease and desist order, prompt corrective action directive, written agreement, or memorandum of understanding issued by or with, or any commitment letter or similar undertaking to, or has been subject to any action, proceeding, order, or directive by, any Governmental Entity, or has adopted any board resolutions at the request of any Governmental Entity, or has been advised by any Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such action, proceeding, order, directive, cease and desist order, prompt corrective action directive, written agreement, memorandum of understanding, commitment letter, board resolutions, or similar undertaking. To the Knowledge of Reliant, there are no facts or circumstances which would reasonably be expected to result in any Governmental Entity issuing or requesting any such action, proceeding, order, directive, cease and desist order, prompt corrective action directive, written agreement, memorandum of understanding, commitment letter, board resolutions, or similar undertaking. There are no material unresolved violations, criticisms, or exceptions noted by any Governmental Entity in or with respect to any report or statement relating to any examination or inspection of Reliant or Reliant Bank or any of their respective Subsidiaries. Since January 1, 2017, there have been no material formal or informal inquires by (other than in the ordinary course of routine regulatory examinations and visitations), or material disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies, or procedures of Reliant or Reliant Bank or any of their respective Subsidiaries.

(n)          Compliance with Laws; Deposit Insurance.

(i)          The Reliant Parties and their respective Subsidiaries have at all times since January 1, 2017, complied with, and are currently in compliance with, all applicable Laws, including without limitation Section 23A and Section 23B of the Federal Reserve Act and the regulations promulgated pursuant thereto; the Equal Credit Opportunity Act, as amended; the Fair Housing Act, as amended; the Fair Credit Reporting Act, as amended; the Truth in Lending Act of 1968, as amended; the CRA; the Home Mortgage Disclosure Act of 1975, as amended; the Bank Secrecy Act of 1970, as amended; the USA PATRIOT Act; the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended; all applicable Laws relating to data protection or privacy; and all other applicable anti-money laundering Laws, fair lending Laws, and Laws relating to discriminatory lending, financing, leasing, or business practices or the origination, sale, or servicing of mortgage loans, except where noncompliance with such applicable Laws, either individually or in the aggregate, has not had and would not reasonably be expected to have a Reliant Material Adverse Effect. Except in each case as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Reliant Material Adverse Effect, the Reliant Parties and their respective Subsidiaries have, and have at all times since January 1, 2017 had, all permits, licenses, franchises, certificates of authority, orders, authorizations, and approvals, and have made all filings, applications, and registrations with all Governmental Entities, that are required in order to permit them to own, lease, and operate their properties and assets and to carry on their respective businesses as presently conducted, and all such permits, licenses, franchises, certificates of authority, orders, authorizations, and approvals are in full force and effect. To the Knowledge of Reliant, no termination, suspension, or cancellation of any such permit, license, franchise, certificate of authority, order, authorization, or approval is threatened.

(ii)          The deposits of Reliant Bank are insured by the FDIC in accordance with the FDIA to the full extent permitted by Law, and Reliant Bank has paid all premiums and assessments and filed all reports required by the FDIA. No proceeding for the revocation or termination of such deposit insurance is pending or, to the Knowledge of Reliant, threatened.

(iii)          Since January 1, 2017, each of the principal executive officer and the principal financial officer of Reliant (or each former principal executive officer or each former principal financial officer, as applicable) has made all certifications required by Rules 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the Reliant Securities Filings, and the statements contained in such certifications are true and accurate in all material respects, and Reliant has, since January 1, 2017, been in compliance with all other applicable provisions of the Sarbanes-Oxley Act, except for any non-compliance that would not reasonably be expected to have, either individually or in the aggregate, a Reliant Material Adverse Effect. For purposes of this Section 5.2(n)(iii), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

(o)          Taxes.

(i)          The Reliant Parties have timely filed all material Tax Returns required to be filed by or with respect to them (collectively, the “Reliant Returns”). All of the Reliant Returns were, as of their respective dates of filing, true, correct, and complete in all material respects, and all material Taxes due and payable by the Reliant Parties and their respective Subsidiaries with respect to the periods covered by such Reliant Returns have been paid (whether or not shown on any Reliant Returns). No written claim (whether formal or informal) has been made in the past three years against the Reliant Parties or any of their respective Subsidiaries by a Governmental Entity in a jurisdiction where Reliant or Reliant Bank or their respective Subsidiaries do not file Tax Returns that Reliant or Reliant Bank or any of their respective Subsidiaries are or may be subject to taxation in that jurisdiction.

(ii)          All estimated Taxes required to be paid by or with respect to, or in respect of the operations of, the Reliant Parties or any of their respective Subsidiaries for current Tax periods have been paid to the proper taxing authorities, except to the extent failure to make any such payment, individually or in the aggregate, has not had and would not reasonably be expected to have a Reliant Material Adverse Effect. All Taxes that the Reliant Parties or any of their respective Subsidiaries are or were required to withhold or collect in connection with any amounts paid or owing to any employee, director, independent contractor, shareholder, nonresident, creditor, or other third party have been duly withheld or collected and have been paid, to the extent required, to the proper taxing authorities; the Reliant Parties and their respective Subsidiaries have complied with all information reporting and backup withholding requirements, including the maintenance of required records, with respect to such amounts; and the Reliant Parties and their respective Subsidiaries have paid all employer contributions and premiums and filed all Tax Returns with respect to any employee income Tax withholding, and social security and unemployment Taxes and premiums, all in compliance with the withholding provisions of the Code and other applicable Laws, except for failures to withhold, collect, pay, or file and such noncompliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a Reliant Material Adverse Effect.

(iii)          Reliant has not received written notice from any Governmental Entity that any audit, investigation, examination, deficiency assessment, refund litigation, or other proceeding is pending and, to the Knowledge of Reliant, no such audit, investigation, examination, deficiency assessment, refund litigation, or other proceeding has been threatened against or with respect to the Reliant Parties or any of their respective Subsidiaries in respect of any Taxes or Tax matters, and to the Knowledge of Reliant there are no facts or circumstances that would reasonably be expected to give rise to any such deficiency assessment or refund litigation. There are no unsatisfied Liabilities for Taxes with respect to any notice of deficiency or similar document received by the Reliant Parties or any of their respective Subsidiaries with respect to any Taxes. No deficiencies have been asserted against the Reliant Parties or any of their respective Subsidiaries as a result of an examination by a taxing authority and no issue has been raised by any examination conducted by any taxing authority in the past three years that, by application of the same principles, might result, individually or in the aggregate, in a proposed material deficiency of Reliant or any of its Subsidiaries for any other period not so examined. There are no Liens for Taxes upon any of the properties or assets of the Reliant Parties or any of their respective Subsidiaries, other than statutory Liens for current Taxes not yet due and payable for which adequate reserves have been established.

(iv)          The Reliant Parties are, and have at all times been, in compliance with the provisions of Section 6011, Section 6111, and Section 6112 of the Code relating to tax shelter disclosure, registration, list maintenance, and record keeping, and with the Treasury Regulations thereunder (including any predecessor or successor Code provisions or Treasury Regulations, as applicable), and none of the Reliant Parties have at any time engaged in any transaction that would be defined as a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b), or any transaction that would have been a “reportable transaction” if current Law was in effect at the time the transaction was entered into. No IRS Form 8886 has been filed with respect to the Reliant Parties. No Reliant Party has entered into any Tax shelter or listed transaction with no valid business purpose other than the avoidance or reduction of a Tax Liability in a jurisdiction outside the United States with respect to which there is a significant risk of challenge of such transaction by a Governmental Entity in a jurisdiction outside the United States. The Reliant Parties have disclosed on all Reliant Returns all positions taken therein that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code.

(p)          Labor and Employment Matters.  The Reliant Parties are in compliance in all material respects with all applicable Laws respecting employment, retention and classification of independent contractors, employment practices, terms and conditions of employment, and wages and hours. There is no pending or, to the Knowledge of Reliant, threatened suit, action, claim, or legal, administrative, arbitration, or other proceeding by or on behalf of any current or former employee of Reliant or Reliant Bank or any of their respective Subsidiaries (including without limitation any suit, action, claim, or legal, administrative, arbitration, or other proceeding alleging noncompliance with applicable Laws respecting employment, employment practices, or terms and conditions of employment, but excluding workers’ compensation matters) as to which there is a reasonable probability of an adverse determination and which if adversely determined would, individually or in the aggregate, reasonably be expected to have a Reliant Material Adverse Effect, and to the Knowledge of Reliant there are no facts or circumstances that would reasonably be expected to give rise to any such suit, action, claim, or legal, administrative, arbitration, or other proceeding.

(q)          Benefit Plans.

(i)          As used in this Section 5.2(q), the term “Reliant Benefit Plan” means any pension, retirement, salary continuation, stock option, restricted stock, restricted stock unit, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, disability, severance, change of control, fringe benefit, incentive, cafeteria or Code Section 125, welfare, or other benefit plan, contract, agreement, or arrangement, including without limitation “employee benefit plans” as defined in Section 3(3) of ERISA, any incentive or welfare policies, contracts, plans, or arrangements, including split dollar life insurance arrangements, and all trust agreements and funding arrangements related thereto, which are or have been maintained, sponsored, or contributed to (or required to be contributed to) by Reliant or Reliant Bank or an ERISA Affiliate for the benefit of or with respect to any present or former directors, officers, employees, independent contractors, or consultants of Reliant or Reliant Bank or any of their respective Subsidiaries, or any spouse or dependent of any such Person, or to or under which Reliant or Reliant Bank or an ERISA Affiliate has any Liability.

(ii)          Other than routine claims for benefits thereunder, there is no pending or, to the Knowledge of Reliant, threatened or anticipated claim, litigation, action, suit, audit, arbitration, mediation, or other proceeding (legal, administrative, or otherwise) relating to any Reliant Benefit Plan which, individually or in the aggregate, is or would reasonably be expected to be material to the Reliant Parties. All of the Reliant Benefit Plans have been established, maintained, and administered in compliance in all material respects with applicable requirements of ERISA and the Code and other applicable Laws and the terms and provisions of all contracts or agreements establishing the Reliant Benefit Plans or pursuant to which they are maintained or administered. As of the date of this Agreement, no audit of any Reliant Benefit Plan by the IRS, the United States Department of Labor, or any other Governmental Entity is ongoing or, to the Knowledge of Reliant, threatened.

(iii)          Each Reliant Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) and which is intended to be qualified under Section 401(a) of the Code has received a current favorable determination letter from the IRS (or, in the case of an IRS pre-approved plan, the pre-approved plan has a current IRS opinion or advisory letter upon which the Reliant Parties are entitled to rely under applicable IRS guidance), and to the Knowledge of Reliant there are no facts or circumstances that would reasonably be expected to result in the revocation of any such determination letter, opinion, or advisory letter.

(r)          Information Technology Systems. The Reliant Parties and their Subsidiaries have in place commercially reasonable data protection and privacy policies and procedures to protect, safeguard, and maintain the confidentiality, integrity, and security of (i) their information technology systems and software owned or purported to be owned by them and (ii) all information, data, and transactions stored or contained therein or transmitted thereby, including personally identifiable information, financial information, and credit card data (as such information or terms are defined and/or regulated under applicable Laws (the “Reliant Data”), against any unauthorized or improper use, access, transmittal, interruption, modification, or corruption. The Reliant Parties and their Subsidiaries are in compliance in all material respects with applicable federal and state confidentiality and data security Laws, including without limitation Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder, as well as the provisions of the information security program adopted by the Reliant Parties pursuant to 12 C.F.R. Part 364, and all applicable card association rules and the payment card industry data security standards. Since January 1, 2017, there have not been any written complaints with respect to unauthorized access to or breaches of the security of (i) any of the Reliant Parties’ or their Subsidiaries’ information technology systems or (ii) Reliant Data (or any unlawful acquisition, use, loss, destruction, compromise, or disclosure thereof).

(s)          Fairness Opinion.  Prior to the Parties’ execution of this Agreement, the board of directors of Reliant has received from Hovde Group, LLC an opinion (which, if initially rendered verbally, has been or will be confirmed in a written opinion dated the same date) to the effect that, as of the date of such opinion and subject to the assumptions and qualifications set forth therein, the Merger Consideration and Option Consideration to be paid by Reliant in connection with the Merger are fair from a financial point of view to the shareholders of Reliant, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

(t)          Broker Fees.  Except as set forth on Schedule 5.2(t) of the Reliant Disclosure Memorandum, neither the Reliant Parties nor any of their respective officers, directors, employees, or agents has engaged or employed any broker, investment banker, or finder or incurred any Liability for any financial advisory, investment banking, brokerage, or finder’s fees, commissions, or expenses, and no broker, investment banker, or finder has acted directly or indirectly for or on behalf of the Reliant Parties, in connection with this Agreement or the transactions contemplated hereby.

(u)          Loan Matters.

(i)          All Loans made, originated, or held by Reliant, Reliant Bank, or any of their respective Subsidiaries (collectively, the “Reliant Loans”) (A) were made or originated for good, valuable, and adequate consideration in the ordinary course of business and (B) were solicited and originated, and are and have been administered and, where applicable, serviced, and the relevant Loan files are being and have been maintained, (1) in accordance in all material respects with the relevant notes or other credit or security documents, (2) in accordance in all material respects with the applicable underwriting and servicing standards of Reliant Bank (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors), and (3) in accordance with all applicable Laws, except, as it relates to clause (3) only, as had not had and would not reasonably be expected to have, either individually or in the aggregate, a Reliant Material Adverse Effect. The notes or other evidences of indebtedness evidencing the Reliant Loans and all pledges, mortgages, deeds of trust, and other collateral documents and security agreements related thereto are legal, valid, binding, and enforceable (except as enforceability may be limited by the Enforceability Exceptions).

(ii)          Reliant Bank’s allowance for loan and lease losses is, and shall be as of the Effective Time, in compliance in all material respects with its existing methodology for determining the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board, and is and shall be as of the Effective Time adequate under all such standards.

(iii)          Except for such exceptions as are not and would not reasonably be expected to be, either individually or in the aggregate, material to the Reliant Parties, each Loan held by Reliant Bank (A) is evidenced by notes, agreements, or other evidences of indebtedness that, to the Knowledge of Reliant, are true, genuine, and what they purport to be, (B) to the extent secured, has, to the Knowledge of Reliant, been secured by valid Liens which have been perfected, and (C) is a legal, valid, and binding obligation of the obligor named therein, enforceable in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

(iv)          The Reliant Parties are not now, and have not been since January 1, 2017, subject to any material fine, suspension, or settlement or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity relating to the origination, sale, or servicing of mortgage or consumer Loans.

(v)          Insurance.  The Reliant Parties and their respective Subsidiaries are insured with reputable insurers against such risks and in such amounts as management of the Reliant Parties and their respective Subsidiaries has reasonably determined to be prudent and generally consistent with industry practice. To the Knowledge of Reliant, the policies of insurance currently held or maintained by the Reliant Parties or any of their respective Subsidiaries (the “Reliant Insurance Policies”) are in full force and effect. Neither the Reliant Parties nor any of their respective Subsidiaries is in default, in any material respect, under the Reliant Insurance Policies, and all premiums due and payable under or in respect of the Reliant Insurance Policies have been timely and fully paid. To the Knowledge of Reliant, there is no claim for coverage by the Reliant Parties or any of their respective Subsidiaries in the amount of $500,000 or more pending under any of the Reliant Insurance Policies as to which coverage has been denied or disputed, and the Reliant Parties have not received written notice of any termination of any of the Reliant Insurance Policies.

(w)          Tax Treatment of Transaction.  Other than fluctuations in the relative amounts or value of the Cash Consideration and the Stock Consideration, Reliant has no Knowledge of any fact or circumstance that would reasonably be expected to prevent the Parent Merger from qualifying as a “reorganization” under the provisions of Section 368(a) of the Code.

(x)          CRA, Anti-Money Laundering, OFAC, and Customer Information Security.  Reliant Bank received a rating of “Satisfactory” or better during its most recent examination or interim review with respect to the CRA. Reliant has no Knowledge of any facts or circumstances that would reasonably be expected to cause Reliant Bank (i) to be deemed not to be in satisfactory compliance in any material respect with the CRA and the regulations promulgated thereunder, or to be assigned a rating for CRA purposes by federal banking regulators of lower than “Satisfactory”; (ii) to be deemed to be operating in violation, in any material respect, of the Bank Secrecy Act of 1970, as amended, the USA PATRIOT Act, any order issued with respect to anti-money laundering by the United States Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering Law; or (iii) to be deemed not to be in satisfactory compliance in any material respect with applicable privacy of customer or consumer information requirements contained in any federal or state privacy Laws, including without limitation in Title V of the Gramm-Leach-Bliley Act of 1999, as amended, and the regulations promulgated thereunder, as well as the provisions of the information security policies or program adopted by Reliant Bank. To the Knowledge of Reliant, no non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner which would, or would reasonably be expected to, cause Reliant Bank to undertake any significant remedial action. The board of directors of Reliant Bank has adopted, and Reliant Bank has implemented, an anti-money laundering program that contains customer identification verification procedures that comply with Section 326 of the USA PATRIOT Act, and such anti-money laundering program meets the requirements of Section 352 of the USA PATRIOT Act and the regulations thereunder, and Reliant Bank has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Act and the regulations thereunder.

(y)          Internal Controls.  Reliant (i) has established and maintains 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 Reliant’s outside auditors and the audit committee of Reliant’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 in any material respect Reliant’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 Reliant’s internal control over financial reporting. To the Knowledge of Reliant, as of the date of this Agreement, there is no reason to believe that Reliant’s outside auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations actually required of such Persons pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, at any time prior to the Closing Date.

(z)          Regulatory Capital.  Reliant and Reliant Bank are “well-capitalized” as such term is defined in 12 C.F.R. 225.2 and 12 C.F.R. 325.103, respectively.

(aa)          No Further Representations.

(i)          Except for the representations and warranties made by Reliant in this Article V (including the related portions of the Reliant Disclosure Memorandum), neither Reliant nor any other Person makes or has made any express or implied representation or warranty with respect to Reliant or Reliant Bank or their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of the Reliant Parties and their respective Subsidiaries, and Reliant hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Reliant nor any other Person makes or has made any representation or warranty to the TCB Holdings Parties or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to the Reliant Parties or any of their respective Subsidiaries or the respective businesses of the Reliant Parties and their respective Subsidiaries or (ii) except for the representations and warranties made by Reliant in this Article V, any oral or written information presented, delivered, or made available to the TCB Holdings Parties or any of their Affiliates or representatives in the course of their due diligence investigation of the Reliant Parties or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby.

(ii)          Reliant acknowledges and agrees that (A) except as expressly set forth in Article IV (including the related portions of the TCB Holdings Disclosure Memorandum), neither TCB Holdings or the Bank nor any other Person makes or has made any express or implied representation or warranty with respect to TCB Holdings or the Bank or their respective Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of the TCB Holdings Parties and their respective Subsidiaries and (B) any such other representations or warranties are specifically disclaimed and Reliant did not rely on any representation or warranty not contained in Article IV (including the related portions of the TCB Holdings Disclosure Memorandum) when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.

 

Section 6.1          TCB Holdings Parties Forbearances.  Except as expressly permitted by this Agreement, as required by applicable Law or at the direction of a Governmental Entity, or with the prior written consent of Reliant, which consent will not be unreasonably withheld, from the date of this Agreement until the Effective Time, neither TCB Holdings nor the Bank shall, and each of TCB Holdings and the Bank shall cause each of its Subsidiaries not to:

(a)          Conduct its business other than in the regular, ordinary, and usual course consistent in all material respects with past practice; fail to use commercially reasonable efforts to maintain and preserve intact its business organizations and advantageous customer and other business relationships and retain the services of its current officers and employees; or take any action that would reasonably be expected to adversely affect or delay, in any material respect, its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby;

(b)          Incur, renew, modify, extend, or renegotiate any indebtedness for borrowed money or assume, guarantee, endorse, or otherwise as an accommodation become responsible for the obligations of any other Person, other than (i) the creation of deposit liabilities in the ordinary course of business consistent with past practice, (ii) purchases of federal funds, and (iii) Federal Home Loan Bank advances with a maturity of not more than 12 months; prepay any indebtedness or other similar arrangements so as to cause TCB Holdings or the Bank or any of their respective Subsidiaries to incur any prepayment penalty thereunder; or purchase, accept, or renew any brokered deposits, except in the ordinary course of business consistent with past practice and with maturities of 12 months or less;

(c)          Adjust, split, combine, or reclassify any of its capital stock; make, declare, pay, or set aside for payment any dividend or other distribution (cash, stock, or otherwise) on or in respect of its capital stock, other than dividends by the Bank to TCB Holdings for the purpose of funding the payment by TCB Holdings of expenses incurred by TCB Holdings in connection with the transactions contemplated by this Agreement or as set forth on Schedule 6.1(c) of the TCB Holdings Disclosure Memorandum; grant any Person any right to acquire any shares of its capital stock or any securities or rights convertible into or exercisable for its capital stock; issue any additional shares of capital stock or any securities or obligations convertible into or exercisable for any shares of its capital stock, except pursuant to the exercise of TCB Holdings Options outstanding as of the date hereof; or directly or indirectly redeem, purchase, repurchase, or otherwise acquire any shares of its capital stock;

(d)          Other than in the ordinary course of business, (i) sell, transfer, mortgage, encumber, or otherwise dispose of any of its properties, assets, or business (including without limitation “other real estate owned”) or (ii) cancel, release, or assign any material indebtedness or claims or waive any rights of substantial value;

(e)          Acquire or make any equity investment, either by purchase of stock or other securities, contributions to capital, property transfers, purchase of any property or assets of any other Person, or otherwise (except through foreclosure, deed or conveyance in lieu of foreclosure, or other resolution of a Bank Loan pursuant to which the Bank accepts assets or collateral), or form any new Subsidiary or dissolve, liquidate, or terminate any existing Subsidiary;

(f)          Enter into, renew, fail to renew, materially amend, modify, cancel, or terminate any new or existing TCB Holdings Material Contract;

(g)          Make, renew, increase the amount of, extend the term of, or modify any Loan, or commit to make, renew, increase the amount of, extend the term of, or modify any Loan, except (i) in conformity with existing lending practices and where the principal amount of the subject Loan does not exceed $1,250,000 or (ii) Loans as to which the TCB Holdings Parties and their respective Subsidiaries have binding obligations to make such Loans (including without limitation lines of credit and letters of credit) as of the date of this Agreement and which are disclosed on Schedule 6.1(g) of the TCB Holdings Disclosure Memorandum; provided, however, that neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, shall make, renew, increase the amount of, extend the term of, or modify any Loan, or commit to make, renew, increase the amount of, extend the term of, or modify any Loan, to any Person if, when aggregated with all other outstanding Loans and commitments for Loans to such Person and such Person’s family members and Affiliates, the aggregate principal amount of all such Loans and commitments would exceed $2,750,000;

(h)          Extend credit to, directly or indirectly, any Person who has a Loan with TCB Holdings or the Bank or any of their respective Subsidiaries that is classified by TCB Holdings or the Bank (or any of their respective Subsidiaries) or the FDIC or the TDFI as “doubtful,” “substandard,” or “special mention” or that is on non-accrual status (a “Classified Borrower”), except in conformity with existing lending practices and regulatory requirements and where all outstanding Loans and commitments for Loans to such Classified Borrower and such Classified Borrower’s family members and Affiliates do not and would not exceed $200,000 in the aggregate;

(i)          Renegotiate, renew, increase the amount of, extend the term of, or modify any Loan with or to a Classified Borrower, except (i) in conformity with existing lending practices and regulatory requirements and (ii) where all outstanding Loans and commitments for Loans to such Classified Borrower and such Classified Borrower’s family members and Affiliates do not and would not exceed $250,000 in the aggregate;

(j)          Except in compliance with Regulation O of the Federal Reserve (12 C.F.R. Part 215), make or increase the amount of any Loan, or commit to make or increase the amount of any Loan, to any director, executive officer, or principal shareholder (as such terms are defined in Regulation O) of TCB Holdings or the Bank or any of their respective Subsidiaries, or any entity controlled, directly or indirectly, by any such Person;

(k)          Commence any claim, action, suit, or proceeding, other than to enforce an obligation owed to TCB Holdings or the Bank or any of their respective Subsidiaries in the ordinary course of business, or enter into any settlement or similar agreement with respect to any claim, action, suit, or proceeding, which claim, action, suit, proceeding, or settlement or other agreement (i) involves the payment by it of an amount in excess of $25,000, individually, or $100,000, in the aggregate (net of any insurance proceeds or indemnity, contribution, or similar payments actually received by TCB Holdings, the Bank, or their Subsidiaries in connection therewith), or (ii) would impose any material restriction on its business or operations or the operations of any of its Subsidiaries;

(l)          Except as required by the terms of any written agreement or TCB Holdings Benefit Plan, in each case in effect as of the date of this Agreement and previously provided to Reliant, increase in any manner the salary, wages, bonuses, compensation, or benefits of, for, or payable to any of its directors, officers, or employees (except for normal employee wage and salary increases for non-executive officers in the ordinary course of business consistent with past practice not exceeding, in the aggregate, 3% of the wage and salary expense for non-executive officers for fiscal year 2018), or pay any bonus (other than in the ordinary course of business consistent with past practice), pension, retirement allowance, or contribution not required by or accrued for under any existing plan, agreement, or arrangement to any such directors, officers, or employees; except as set forth on Schedule 6.1(l) of the TCB Holdings Disclosure Memorandum, become a party to, establish, adopt, amend, renew, terminate, extend, or commit to any pension, retirement, profit-sharing, welfare, or other benefit plan, agreement, or arrangement, or any employment, severance, salary continuation, retention, change of control, consulting, or other Contact, with or for the benefit of any director, officer, or employee, except as required by applicable Law; amend, modify, or revise the terms of any outstanding stock option or voluntarily accelerate the vesting of, or the lapsing of restrictions with respect to, any stock options or other equity-based compensation; elect or appoint to any office with the title of senior vice president or higher any Person who does not hold such office as of the date of this Agreement or elect or appoint, or propose or recommend for election or appointment, to its board of directors any Person who is not a member of its board of directors as of the date of this Agreement; or hire any employee with annualized base compensation (excluding health insurance and retirement plan benefits) in excess of $100,000, except as may be necessary to replace an employee (other than an officer with a title of senior vice president or higher) whose employment is terminated, whether voluntarily or involuntarily;

(m)          Amend its charter, bylaws, or other organizational or governing documents, or enter into any stock or asset purchase agreement or any plan or agreement of consolidation, merger, share exchange, or reorganization with any Person or any indication of interest, letter of intent, or agreement in principle with respect thereto;

(n)          Purchase any debt security, including mortgage-backed and mortgage-related securities, other than (i) United States government and United States government agency securities with final maturities of less than two years, (ii) mortgage-backed and mortgage-related securities with weighted average lives of no more than five years, and (iii) municipal securities with call dates within seven years of the issuance of the securities;

(o)          Make any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate, other than in the ordinary course of business consistent with past practice or pursuant to binding commitments existing on the date of this Agreement which are disclosed on Schedule 6.1(o) of the TCB Holdings Disclosure Memorandum;

(p)          Establish or commit to the establishment of any new branch office, loan or deposit production office, or other banking office or facility, or file any application or notice to relocate or close or terminate the operations of any banking office or facility;

(q)          Except for interest rate caps and interest rate floors for individual Loans entered into in the ordinary course of business consistent with past practice, enter into any futures contract, option, swap agreement, interest rate cap, interest rate floor, or interest rate exchange agreement, or take any other action for purposes of hedging the exposure of its interest-earning assets or interest-bearing liabilities to changes in market rates of interest;

(r)          Make any material changes in policies or procedures in existence on the date of this Agreement with regard to extensions of credit (or the establishment of reserves with respect to possible loss thereon or the charge off of losses incurred thereon), investments, or asset/liability management, or in any other material banking policies or procedures, except as may be required by changes in applicable Law or GAAP or at the direction of, or as required by policies of, a Governmental Entity;

(s)          Except with respect to foreclosures in process as of the date of this Agreement, foreclose upon or take a deed or title to any real property without providing prior written notice to Reliant;

(t)          Make or change any material election in respect of Taxes, settle or compromise any material Tax Liability, agree to an extension or waiver of the statute of limitations with respect to the assessment, collection, or determination of any Taxes, enter into any closing agreement with respect to any Taxes or surrender any right to claim a material Tax refund, adopt any material method of accounting with respect to Taxes or change any method of accounting with respect to Taxes, or file any amended Tax Return;

(u)          Take any action that is intended or would reasonably be expected to result in (i) any of the representations or warranties of the TCB Holdings Parties set forth in this Agreement being or becoming untrue at any time prior to the Effective Time, (ii) any of the conditions to the Parent Merger set forth in Article VIII not being satisfied, or (iii) a breach or violation of any provision of this Agreement;

(v)          Adopt or implement any change in its accounting principles, practices, or methods, other than as may be required by GAAP, regulatory guidelines, or policies imposed by any Governmental Entity;

(w)          Enter into any new line of business, introduce any new products or services, or change the manner in which its investment securities or loan portfolio is classified or reported;

(x)          Make any written communications to the officers or employees of the TCB Holdings Parties or their respective Subsidiaries, or any oral communications presented to a significant portion of the officers or employees of the TCB Holdings Parties or their respective Subsidiaries, pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement and that are different than or include material information not included in prior communications, without first providing Reliant a copy or written description of the intended communication and providing Reliant with a reasonable period of time to review and comment on the communication;

(y)          Except for non-structural repairs and maintenance, engage in or conduct any demolition, remodeling, or modifications or alterations to any of its business premises unless required by applicable Law, or fail to use commercially reasonable efforts to maintain its business premises or other assets in substantially the same condition as of the date hereof, ordinary wear and tear excepted;

(z)          Subject any of its properties or assets to any Lien (other than (A) Permitted Liens, (B) Liens existing as of the date of this Agreement, and (C) other than in connection with securing advances, repurchase agreements, and other borrowings from a Federal Home Loan Bank and transactions in federal funds);

(aa)          Take any action or fail to take any action, which action or failure to act would prevent or impede the Parent Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or

(bb)          Agree to do, make any commitment to do, or adopt any resolutions of its board of directors (or other governing body) in support of, recommending, or proposing any of the foregoing.

Section 6.2          Reliant Forbearances.  Except as expressly permitted by this Agreement, as required by applicable Law or at the direction of a Governmental Entity, or with the prior written consent of TCB Holdings, which consent will not be unreasonably withheld, from the date of this Agreement until the Effective Time, Reliant shall not, and Reliant shall cause its Subsidiaries not to:

(a)          Fail to use commercially reasonable efforts to maintain and preserve intact its business organizations and advantageous customer and other business relationships;

(b)          Amend its charter or bylaws in a manner that would materially and adversely affect the holders of TCB Holdings Common Stock, as prospective holders of Reliant Common Stock, relative to other holders of Reliant Common Stock;

(c)          Merge or consolidate Reliant or Reliant Bank with any other Person, or engage in any similar business combination transaction, in either case where Reliant or Reliant Bank, as applicable, is not the surviving Person;

(d)          Take any action that is intended or would reasonably be expected to result in (i) any of the conditions to the Parent Merger set forth in Article VIII not being satisfied or (ii) a breach or violation of any provision of this Agreement;

(e)          Take any action or fail to take any action, which action or failure to act would prevent or impede the Parent Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or

(f)          Agree to do, make any commitment to do, or adopt any resolutions of its board of directors (or other governing body) in support of, recommending, or proposing any of the foregoing.

Section 6.3          Absence of Control.  It is the mutual intent of the Parties that (a) Reliant shall not by reason of this Agreement be deemed to control, directly or indirectly, TCB Holdings or the Bank or any of their respective Subsidiaries or to exercise, directly or indirectly, a controlling influence over the management or policies of TCB Holdings or the Bank or any of their respective Subsidiaries and (b) the TCB Holdings Parties shall not by reason of this Agreement be deemed to control, directly or indirectly, Reliant or any its Subsidiaries or to exercise, directly or indirectly, a controlling influence over the management or policies of Reliant or any its Subsidiaries.

Section 7.1          Acquisition Proposals.

(a)          The TCB Holdings Parties shall, and shall direct and use their reasonable best efforts to cause their respective Subsidiaries and their and their respective Subsidiaries’ Affiliates, directors, officers, employees, agents, and representatives (including without limitation any investment banker, financial advisor, attorney, accountant, or other representative retained by the TCB Holdings Parties or any of their respective Subsidiaries) to, immediately cease and cause to be terminated any current activities, discussions, or negotiations with any Person other than Reliant and Reliant Bank and their respective directors, officers, employees, agents, and representatives with respect to the possibility, consideration, or consummation of any Acquisition Proposal, and will use their reasonable best efforts to enforce, and will direct and use their reasonable best efforts to cause their respective Subsidiaries to use their reasonable best efforts to enforce, any confidentiality, nondisclosure, or similar agreement relating to any Acquisition Proposal, including by requesting any other party or parties thereto to promptly return or destroy any confidential information previously furnished by or on behalf of the TCB Holdings Parties or any of their respective Subsidiaries thereunder.

(b)          From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the TCB Holdings Parties shall not, and shall direct and cause their respective Subsidiaries and their and their respective Subsidiaries’ Affiliates, directors, officers, employees, agents, and representatives (including without limitation any investment banker, financial advisor, attorney, accountant, or other representative retained by the TCB Holdings Parties or any of their respective Subsidiaries) not to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage (including by way of furnishing information or assistance), or take any other action to knowingly facilitate or that could reasonably be expected to result in, any inquiries or discussions regarding, or the making of any proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) provide any non-public information or data regarding the TCB Holdings Parties or any of their respective Subsidiaries to any Person other than Reliant and Reliant Bank relating to or in connection with any Acquisition Proposal or any inquiry, indication, proposal, solicitation, or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) continue or participate in any discussions or negotiations, or otherwise communicate in any way with any Person other than Reliant and Reliant Bank and their respective directors, officers, employees, agents, and representatives, regarding any Acquisition Proposal; (iv) approve, recommend, execute, enter into, or consummate any indication of interest, letter of intent, or other Contract (whether or not binding) relating to any Acquisition Proposal (other than a confidentiality agreement referred to below in, and entered into in accordance with, this Section 7.1(b)) or requiring the TCB Holdings Parties to abandon, terminate, or fail to consummate the transactions contemplated by this Agreement, or propose to do any of the foregoing; or (v) make or authorize any statement, recommendation, or solicitation in support of any Acquisition Proposal; provided, however, that, prior to the approval of this Agreement by the shareholders of TCB Holdings, if the TCB Holdings board of directors determines in good faith, after consultation with its outside legal and financial advisors, that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, the TCB Holdings Parties may, in response to a bona fide written Acquisition Proposal not solicited in violation of this Section 7.1 that the TCB Holdings board of directors determines in good faith constitutes or is reasonably likely to result in a Superior Proposal, and subject to providing 48 hours prior written notice of their decision to take such action to Reliant and identifying the Person making the Superior Proposal and all of the material terms and conditions of such Superior Proposal and compliance with Section 7.1(c), (A) furnish information with respect to the TCB Holdings Parties and their Subsidiaries to any Person making such Acquisition Proposal pursuant to a confidentiality agreement containing terms no more favorable to such Person than the terms contained in the Reliant Confidentiality Agreement (which confidentiality agreement shall not provide such Person the exclusive right to negotiate with the TCB Holdings Parties) and (B) participate in discussions or negotiations with such Person regarding such Acquisition Proposal.

(c)          In addition to the obligations of the TCB Holdings Parties set forth above, the TCB Holdings Parties shall promptly (within not more than 24 hours) advise Reliant orally and in writing of their receipt of any Acquisition Proposal, or any request for information or inquiry, indication, proposal, solicitation, or offer which could reasonably be expected to lead to an Acquisition Proposal, and shall keep Reliant informed, on a prompt basis, of any material changes in the status thereof, including the material terms and conditions thereof and any changes thereto, and shall provide to Reliant any written materials received by the TCB Holdings Parties or any of their Subsidiaries in connection therewith. Additionally, the TCB Holdings Parties shall promptly provide or make available to Reliant all non-public information provided or made available to any third party pursuant to this Section 7.1 which has not been previously provided or made available to Reliant.

(d)          For the avoidance of doubt, the TCB Holdings Parties expressly agree that any breach or violation of any provision of this Section 7.1 by any of their respective Subsidiaries or by any of their or their respective Subsidiaries’ Affiliates, directors, officers, employees, agents, or representatives (including without limitation any investment banker, financial advisor, attorney, accountant, or other representative retained by such Party or any of its Subsidiaries) shall be deemed a breach or violation of this Section 7.1 by the TCB Holdings Parties for which the TCB Holdings Parties shall be responsible.

(e)          Nothing contained in this Section 7.1 shall prevent TCB Holdings or the Bank or their respective boards of directors from (i) taking the actions permitted by Section 7.7(b) and Section 9.1(i) of this Agreement or (ii) informing any Person who submits an unsolicited Acquisition Proposal of the TCB Holdings Parties’ obligations pursuant to this Section 7.1.

Section 7.2          Notice of Certain Matters.  Prior to the Effective Time, each Party shall promptly notify the other Parties of any fact, event, occurrence, circumstance, or condition known to it that (a) constitutes or has caused, or would reasonably be expected to cause, a material breach of any of the representations, warranties, covenants, or agreements of such Party set forth in this Agreement; provided, however, that no such notification shall (i) affect the representations, warranties, covenants, or agreements of the Parties, or the conditions to the obligations of the Parties, contained in this Agreement or (ii) be deemed to amend or supplement the Disclosure Memoranda; (b) has had, or is reasonably likely to have, either individually or taken together with all other facts, events, occurrences, circumstances, and conditions known to such Party, a TCB Holdings Material Adverse Effect (as to any notice required to be given by the TCB Holdings Parties) or a Reliant Material Adverse Effect (as to any notice required to be given by Reliant); or (c) would, or would reasonably be expected to, prohibit or materially impede or delay the consummation of the transactions contemplated by this Agreement. Further, each Party shall promptly give written notice to the other Parties of any notice or other communication from any third party alleging that the consent or approval of such third party is or may be required in connection with any of the transactions contemplated by this Agreement. The failure of a Party to comply with this Section 7.2 shall not in and of itself constitute the failure of any condition set forth in Section 8.2 or Section 8.3 to be satisfied unless the underlying fact, event, occurrence, circumstance, or condition would independently result in the failure of a condition set forth in Section 8.2 or Section 8.3 to be satisfied.

Section 7.3          Access and Information.

(a)          Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the exchange of information, for the purpose of verifying the representations and warranties of the TCB Holdings Parties and compliance by the TCB Holdings Parties with their covenants and agreements set forth herein, and preparing for the Parent Merger and the other matters contemplated by this Agreement (including for purposes of integration planning), the TCB Holdings Parties shall, and shall cause their respective Subsidiaries to, afford to Reliant and Reliant Bank and their representatives (including without limitation their directors, officers, and employees and financial advisors, legal counsel, accountants, and other professionals retained by Reliant and Reliant Bank) reasonable access during normal business hours to the books, records, Contracts, properties, assets, personnel, and information technology systems of the TCB Holdings Parties and their respective Subsidiaries, as well as such other information relating to the TCB Holdings Parties or their respective Subsidiaries as Reliant and Reliant Bank may reasonably request. Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the exchange of information, for the purpose of verifying the representations and warranties of Reliant and compliance by Reliant with its covenants and agreements set forth herein, Reliant shall, and shall cause its Subsidiaries to, afford to the TCB Holdings Parties and their representatives (including without limitation their directors, officers, and employees and financial advisors, legal counsel, accountants, and other professionals retained by the TCB Holdings Parties) reasonable access during normal business hours to such information relating to Reliant or its Subsidiaries as the TCB Holdings Parties may reasonably request.

(b)          From the date of this Agreement until the Effective Time, each of the TCB Holdings Parties shall reasonably promptly furnish to Reliant (i) a copy of any material report, application, notice, schedule, or other document or instrument filed with or received from any Governmental Entity (other than any such materials which the TCB Holdings Parties are not permitted to disclose under applicable Law) and (ii) such other information regarding their and their respective Subsidiaries’ businesses, properties, assets, or personnel as Reliant may reasonably request. Additionally, prior to the Effective Time, TCB Holdings shall deliver to Reliant (i) as soon as reasonably practicable, but in no event more than 45 days, after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31) its unaudited consolidated balance sheet and the related unaudited consolidated statement of income as of the end of and for such quarter prepared in a manner consistent with the Interim Financial Statements and (ii) as soon as reasonably practicable, but in no event more than 60 days, after the end of each fiscal year ending after the date of this Agreement, its audited consolidated balance sheet and the related audited consolidated statements of operations, comprehensive earnings, changes in stockholders’ equity, and cash flows as of the end of and for such year (together with the notes thereto and accompanied by the audit reports of TCB Holdings’ independent accountant(s)) prepared in all material respects in accordance with GAAP.

(c)          Any investigation by a Party or its representatives pursuant to this Section 7.3 shall be conducted in a manner that does not unreasonably interfere with the business operations of the party being investigated. No investigation by the Parties or their representatives pursuant to this Section 7.3 shall affect or be deemed to modify any of the representations, warranties, covenants, or agreements of the Parties set forth in this Agreement. Neither the TCB Holdings Parties or Reliant nor their respective Subsidiaries shall be required to provide access to or to disclose information pursuant to this Section 7.3 where such access or disclosure would violate or prejudice the rights of their respective customers, jeopardize the attorney-client privilege of the party in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense, or similar agreement between the Parties), or contravene any Law, fiduciary duty, or binding Contract entered into prior to the date of this Agreement. The Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(d)          The TCB Holdings Confidentiality Agreement and Reliant Confidentiality Agreement, to the extent the same are not inconsistent with the terms of this Agreement, will remain in full force and effect following the date of this Agreement, whether or not the Parent Merger occurs, in accordance with their respective terms, and each of TCB Holdings and the Bank, on the one hand, and Reliant, on the other hand, shall hold all information furnished by or on behalf of any other Party or any of such other Party’s respective Subsidiaries or representatives pursuant to this Agreement in confidence to the extent required by, and in accordance with, the provisions of the TCB Holdings Confidentiality Agreement and Reliant Confidentiality Agreement, respectively.

Section 7.4          Regulatory Filings; Consents and Approvals.

(a)          The Parties shall cooperate with each other and use their respective reasonable best efforts to prepare all documentation, to make all filings, and to obtain all permits, consents, approvals, waivers, and authorizations of all Governmental Entities and other third parties, including the Regulatory Approvals, necessary or advisable to consummate the Parent Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of the Regulatory Approvals. Reliant shall use its reasonable best efforts to make any initial application, notice, and waiver filings required by the Federal Reserve or the TDFI in connection with the Parent Merger or Bank Merger within 45 days after the date of this Agreement. Each Party shall have the right to review in advance, and to the extent practicable each Party shall consult with the other Parties with respect to, in each case subject to applicable Laws relating to the exchange of information, all written applications, notices, and waiver requests, and any other written information, submitted to any Governmental Entity or other third party in connection with the transactions contemplated by this Agreement, provided that Reliant shall not be required to provide or make available to the TCB Holdings Parties the portions of any filing made with a Governmental Entity for which confidential treatment is requested. In exercising the foregoing rights, each Party agrees to act reasonably and as promptly as reasonably practicable. Each Party agrees that it shall consult with the other Parties with respect to the obtaining of all permits, consents, approvals, waivers, and authorizations of all Governmental Entities and other third parties, including the Regulatory Approvals, necessary or advisable to consummate the Parent Merger and other transactions contemplated by this Agreement, and each Party shall keep the other Parties reasonably apprised of the status of material matters relating to the consummation of such transactions.

(b)          Each Party agrees to, upon request, furnish the other Parties with all information concerning itself, its Subsidiaries, and its and its Subsidiaries’ directors, officers, and shareholders, as well as such other matters, as may be necessary or advisable in connection with any filing, notice, or application made or given by or on behalf of such other Parties or any of their respective Subsidiaries with or to any Governmental Entity or other third party.

Section 7.5          Further Assurances.  Subject to the terms and conditions of this Agreement, each of the Parties agrees to use commercially reasonable efforts to promptly take, or cause to be promptly taken, all actions, and to promptly do, or cause to be promptly done, all things, necessary, proper, or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as expeditiously as reasonably possible, including using commercially reasonable efforts to obtain all necessary actions or non-actions, extensions, waivers, consents, and approvals from Governmental Entities, effecting all necessary registrations, applications, and filings (including without limitation filings under any applicable federal or state securities Laws), and obtaining any required contractual consents and regulatory approvals.

Section 7.6          Publicity.  The Parties shall consult with each other before issuing any press release or making any public statements or disclosures (including without limitation written communications to shareholders) with respect to this Agreement or the transactions, including the Parent Merger and the Bank Merger, contemplated hereby, and no Party shall issue any such press release or make any such public statements or disclosures without the prior consent of the other Parties, which consent shall not be unreasonably withheld; provided, however, that nothing contained in this Section 7.6 shall prohibit a Party from making any disclosure that legal counsel to such Party determines is necessary in order to satisfy such Party’s disclosure obligations under applicable Law.

Section 7.7          TCB Holdings Shareholders Meeting.

(a)          TCB Holdings and its board of directors shall take, in accordance with applicable Law and TCB Holdings’ charter and bylaws, all action necessary to call, give notice of, convene, and hold, as promptly as reasonably practicable after the date on which the Registration Statement becomes effective under the Securities Act, a meeting of TCB Holdings’ shareholders (including any adjournment or postponement thereof, the “TCB Holdings Meeting”) for the purpose of TCB Holdings’ shareholders considering and voting on approval of this Agreement and any other matters required to be approved by TCB Holdings’ shareholders in order to consummate the transactions contemplated by this Agreement. Except with the prior approval of Reliant (which approval shall not be unreasonably withheld), no other matters shall be submitted for consideration by or the approval of TCB Holdings’ shareholders at the TCB Holdings Meeting. Subject to Section 7.7(b), (i) TCB Holdings and its board of directors shall at all times prior to and during the TCB Holdings Meeting recommend to TCB Holdings’ shareholders the approval of this Agreement and the transactions contemplated hereby and shall take all reasonable and lawful action to solicit and obtain such approval, and (ii) neither TCB Holdings nor its board of directors shall withdraw, modify, or qualify in any manner adverse to Reliant its recommendation that TCB Holdings’ shareholders approve this Agreement and the transactions contemplated hereby, or take any other action or make any other public statement inconsistent with such recommendation (any of such prohibited actions a “Change of Recommendation”). Notwithstanding any Change of Recommendation, unless this Agreement has been terminated, the TCB Holdings Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCB Holdings at the TCB Holdings Meeting for the purpose of TCB Holdings’ shareholders considering and voting on approval of this Agreement and any other matters required to be approved by TCB Holdings’ shareholders in order to consummate the transactions contemplated by this Agreement. Additionally, unless this Agreement has been terminated, neither TCB Holdings nor the Bank shall submit to or for a vote of its shareholder(s) any Acquisition Proposal.

(b)          Notwithstanding Section 7.7(a), the TCB Holdings board of directors may make a Change of Recommendation if, but only if:

(i)          the TCB Holdings Parties have complied in all material respects with Section 7.1;

(ii)          The TCB Holdings board of directors determines in good faith (after consultation with and receiving and considering the advice of outside legal counsel and its financial advisors) that its failure to make a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law; and

(iii)          In the event the Change of Recommendation stems from or is a result of, or relates in any manner to, an Acquisition Proposal, (A) the TCB Holdings board of directors has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal, (B) TCB Holdings notifies Reliant at least five Business Days prior to making the Change of Recommendation of its intention to make such Change of Recommendation in response to such Superior Proposal, and furnishes to Reliant the identity of the Person making such Superior Proposal, a copy of the proposed transaction agreements and all other documents relating to such Superior Proposal, and a reasonable description of the events or circumstances giving rise to its determination to take such action, (C) prior to effecting the Change of Recommendation, the TCB Holdings Parties negotiate, and cause their financial, legal, and other advisors to negotiate, in good faith with Reliant, during the five Business Day period following TCB Holdings’ delivery of the notice referred to in clause (B) above (to the extent Reliant desires to so negotiate), to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal ceases to constitute a Superior Proposal, and (D) after the conclusion of such five Business Day period, the TCB Holdings board of directors determines in good faith, after giving effect to all of the adjustments (if any) which may be offered by Reliant pursuant to clause (C) above, that such Acquisition Proposal continues to constitute a Superior Proposal.

(c)          TCB Holdings shall adjourn or postpone the TCB Holdings Meeting if (i) as of the date of the TCB Holdings Meeting there are insufficient shares of TCB Holdings Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the TCB Holdings Meeting, (ii) as of the date of the TCB Holdings Meeting TCB Holdings has not received proxies representing a sufficient number of shares necessary for the approval of this Agreement by the shareholders of TCB Holdings in accordance with TCB Holdings’ charter and bylaws and applicable Law, or (iii) required by applicable Law in order to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to TCB Holdings’ shareholders a reasonable amount of time prior to the TCB Holdings Meeting; provided that, in the case of clauses (i) and (ii), TCB Holdings shall not be required to adjourn or postpone the TCB Holdings Meeting more than two times.

Section 7.8          Employee and Benefit Matters.

(a)          Subject to applicable Law and the terms of Reliant’s and Reliant Bank’s employee benefit plans, Reliant or Reliant Bank will, as soon as reasonably practicable after the Effective Time, provide employees of the Bank who become employees of Reliant Bank at or immediately following the Effective Time (the “Continuing Employees”) with benefits that are no less favorable, in the aggregate, than those provided to similarly situated employees of Reliant Bank. With respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by Reliant or Reliant Bank, excluding both any retiree health care plans or programs maintained by Reliant or Reliant Bank and any equity compensation or deferred compensation plans or arrangements maintained by Reliant or Reliant Bank (collectively, “Employee Plans”), in which any Continuing Employees will participate effective as of or after the Effective Time, Reliant or Reliant Bank, as appropriate, will recognize all years of service of Continuing Employees with the TCB Holdings Parties for vesting and eligibility purposes (but not for benefit accrual purposes or purposes of early retirement subsidies under any Employee Plan that is a defined benefit pension plan) in any Employee Plan in which such Continuing Employees may be eligible to participate at or after the Effective Time; provided that such service shall not be recognized to the extent that (i) such recognition of service would result in a duplication of benefits or (ii) such service was not recognized under a corresponding TCB Holdings Benefit Plan. With respect to Employee Plans providing health care, dental, or vision coverage, Reliant or Reliant Bank, as appropriate, will use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to the Continuing Employees or their eligible spouses and eligible dependents who were covered under a similar TCB Holdings Benefit Plan immediately prior to the Effective Time. Further, if Continuing Employees experience a transition in health care, dental, or vision coverage during the middle of a plan year, Reliant or Reliant Bank, as appropriate, will use commercially reasonable efforts to cause any successor Employee Plan providing health care, dental, or vision coverage for Continuing Employees to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment, or other cost-sharing amounts previously paid by Continuing Employees in respect of their participation in the corresponding TCB Holdings Benefit Plan during the plan year of the successor Employee Plan prior to the transition effective date. The Parties acknowledge and agree that, to the extent permitted by applicable Law and the terms of any pertinent plan documents, Reliant and its Subsidiaries may after the Effective Time maintain multiple benefit plans providing health care, dental, or vision coverage and/or multiple retirement savings plans.

(b)          To the extent permitted by applicable Law, at the request of Reliant, the TCB Holdings Parties shall take, and shall cause their respective Subsidiaries to take, prior to the Effective Time, all actions reasonably requested by Reliant that are necessary or appropriate to (i) cause one or more of the TCB Holdings Benefits Plans (including without limitation the Community Bank & Trust 401(k) Plan) to terminate or be frozen as of or immediately prior to the Effective Time, (ii) cause benefit accruals and entitlements under any TCB Holdings Benefit Plan to cease as of or immediately prior to the Effective Time, (iii) cause the continuation at and after the Effective Time of any insurance policy or other Contract relating to any TCB Holdings Benefit Plan for such period as may be requested by Reliant, or (iv) facilitate the merger of any TCB Holdings Benefit Plan into any employee benefit plan maintained by Reliant or its Subsidiaries; provided that the TCB Holdings Parties shall be entitled to take all actions reasonably necessary or appropriate to cause the termination of and distribution of the accrued benefits under the TCB Holdings Benefits Plans set forth on Schedule 7.8(b) of the TCB Holdings Disclosure Memorandum as of or immediately prior to the Effective Time, regardless of whether such actions are requested by Reliant. All resolutions, notices, or other documents adopted, issued, or executed in connection with the implementation of this Section 7.8(b) shall be subject to Reliant’s prior review and approval, which approval shall not be unreasonably withheld.

(c)          Reliant or Reliant Bank will provide to (i) employees of the Bank immediately prior to the Effective Time who are not offered continued employment with Reliant or one of its Subsidiaries and (ii) Continuing Employees whose employment is involuntarily terminated by Reliant or its Subsidiaries without cause during the six-month period immediately following the Effective Time (collectively, “Severed Employees”), and who are not otherwise entitled to contractual or other severance or change in control benefits, severance benefits in the amounts set forth on Schedule 7.8(c) of the Reliant Disclosure Memorandum taking into account the number of years of service of the Severed Employees with the TCB Holdings Parties prior to the Effective Time and with Reliant and its Subsidiaries thereafter; provided that it shall be a condition to payment of any such severance benefits that the Severed Employee executes a release of claims, which release shall be in a form reasonably acceptable to Reliant. Any such payments of severance benefits (including the timing of the same) shall be in compliance with, or exempt from, Section 409A of the Code. For purposes of this Section 7.8(c), “cause” shall have the same meaning as provided in any written employment agreement between any Severed Employee and Reliant and/or its Subsidiaries (as successor to TCB Holdings or the Bank or otherwise) on the date such Severed Employee’s employment is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (i) fraud or dishonesty against or to Reliant or its Subsidiaries, (ii) the Severed Employee’s willful misconduct, repeated refusal to follow the reasonable directions of his or her superiors, or knowing violation of Law in the course or scope of performance of services to or for Reliant or its Subsidiaries; (iii) repeated absences from work without a reasonable excuse; (iv) intoxication with alcohol or drugs while on the premises of Reliant or its Subsidiaries during regular business hours; (v) a conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty; or (vi) a breach or violation of the terms of any agreement to which the Severed Employee and Reliant or its Subsidiaries are parties.

(d)          From and after the Effective Time, Reliant and/or Reliant Bank, as applicable, shall assume and honor in accordance with their terms all written employment, severance, and change in control agreements between the TCB Holdings Parties or their Subsidiaries and any of their respective employees which are not terminated prior to or in connection with the consummation of the transactions contemplated in this Agreement and are in effect immediately prior to the Effective Time.

(e)          The Parties will establish a cash-based retention program in the aggregate dollar amount, and subject to the terms, conditions, and restrictions, set forth in Schedule 7.8(e) of the Reliant Disclosure Memorandum to promote employee retention and to incentivize employee efforts to consummate the Parent Merger and the Bank Merger.

(f)          This Section 7.8 shall be binding upon and inure solely to the benefit of the Parties, and nothing in this Section 7.8, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.8. Nothing contained in this Section 7.8, express or implied, (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement, or arrangement or (ii) shall alter or limit the ability of TCB Holdings, the Bank, the Surviving Corporation, Reliant, or Reliant Bank, or any of their respective Subsidiaries or Affiliates, to amend, modify, or terminate any benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by any of them. The Parties acknowledge and agree that the provisions of this Section 7.8 shall not create any right in any employee of TCB Holdings or the Bank or any of their respective Subsidiaries, or any other Person, to continued employment with the Surviving Corporation, Reliant, or Reliant Bank, or any of their respective Subsidiaries or Affiliates (and shall not limit the right of the Surviving Corporation, Reliant, or Reliant Bank, or any of their respective Subsidiaries or Affiliates, to terminate the employment of any employee), or any compensation or benefits of any nature or kind whatsoever.

Section 7.9          Indemnification.

(a)          For a period of three years immediately following the Effective Time, the Surviving Corporation shall indemnify, defend, and hold harmless each of the current and former directors, officers, and employees of TCB Holdings and the Bank, determined as of immediately prior to the Effective Time (each, an “Indemnified Party”), against any and all costs and expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, and liabilities incurred in connection with any claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out of matters existing or occurring prior to the Effective Time, whether asserted or claimed prior to, at, or after the Effective Time, and based on or pertaining to the fact that he or she was a director, officer, or employee of TCB Holdings or the Bank or was serving at the request of TCB Holdings or the Bank as a director, officer, employee, agent, trustee, or partner of another corporation, partnership, trust, joint venture, employee benefit plan, or other entity, to the fullest extent such Indemnified Party would have been entitled to be so indemnified, defended, and held harmless, subject to applicable Law, under the charter and bylaws of TCB Holdings or the Bank as in effect as of the date of this Agreement (including the provisions thereof, if any, relating to the advancement of expenses).

(b)          Any Indemnified Party wishing to claim indemnification under this Section 7.9, upon learning of any such claim, action, suit, proceeding, or investigation, shall promptly notify the Surviving Corporation of the same; provided that the failure of the Indemnified Party to so notify the Surviving Corporation shall not relieve the Surviving Corporation of any Liability it may have to such Indemnified Party if such failure does not actually and materially prejudice the Surviving Corporation. In the event of any such claim, action, suit, proceeding, or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that, (A) if the Surviving Corporation elects not to assume such defense or (B) if counsel for the Indemnified Party advises the Surviving Corporation in writing that there are legal defenses available to the Indemnified Party that are different from or in addition to those available to the Surviving Corporation or that there are issues which raise conflicts of interest between the Surviving Corporation and the Indemnified Party that make joint representation inappropriate, the Indemnified Party may retain its own legal counsel and the Surviving Corporation shall pay, as statements therefor are received, the reasonable fees and expenses of such counsel for the Indemnified Party (which may not exceed one firm in any jurisdiction unless there are multiple Indemnified Parties who have conflicts of interest), (ii) the Indemnified Party will cooperate in the defense thereof, (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent, and (iv) the Surviving Corporation shall have no obligation hereunder in the event 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 Law.

(c)          Prior to the Effective Time the TCB Holdings Parties shall obtain, and after the Effective Time the Surviving Corporation shall maintain, a “tail” policy under the TCB Holdings Parties’ existing directors’ and officers’ liability insurance policy providing coverage for a period of six years immediately after the Effective Time for Persons who are immediately prior to the Effective Time covered by the TCB Holdings Parties’ existing directors’ and officers’ liability insurance policy (the “Tail Insurance”), which Tail Insurance shall provide for at least the same coverage and coverage amounts as, and contain terms and conditions no less advantageous than, those currently provided for by the TCB Holdings Parties’ existing directors’ and officers’ liability insurance policy; provided, however, that, without the prior written consent of Reliant, the TCB Holdings Parties shall not expend for such Tail Insurance (for said six-year period) an amount in excess of 175% of the most recent annual premium paid by the TCB Holdings Parties for their existing directors’ and officers’ liability insurance policy.

(d)          In the event the Surviving Corporation or any of its successors or assigns shall consolidate with or merge with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or shall transfer all or substantially all of its properties and assets to any other Person, then, and in each such case, proper provision shall be made so that the successors or assigns of the Surviving Corporation assume the obligations of the Surviving Corporation set forth in this Section 7.9.

(e)          Any indemnification payments made pursuant to this Section 7.9 are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. § 1828(k)) and the regulations promulgated thereunder by the FDIC (12 C.F.R. Part 359).

Section 7.10          Estoppel Letters.  The TCB Holdings Parties shall use commercially reasonable efforts to obtain and deliver to Reliant prior to or at the Closing a customary estoppel letter, dated as of the Closing Date, executed by the lessor of each parcel of Leased Real Property, the form and substance of such estoppel letters to be satisfactory to Reliant in its reasonable discretion.

Section 7.11          Registration Statement

(a)          As soon as reasonably practicable after the date of this Agreement, the Parties will prepare and Reliant will file with the SEC the Proxy Statement/Prospectus and the Registration Statement (which will include the Proxy Statement/Prospectus), for the purpose, among other things, of registering the Reliant Common Stock that will be issued to holders of TCB Holdings Common Stock in connection with the Parent Merger pursuant to Article III of this Agreement. The prospectus that is included in the Proxy Statement/Prospectus and the Registration Statement will comply in all material respects with all of the requirements of the Securities Act and the Exchange Act (and the rules and regulations thereunder) applicable thereto. Reliant shall use its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon as reasonably practicable after the filing thereof, to register or exempt from registration the Reliant Common Stock to be issued to holders of TCB Holdings Common Stock as Merger Consideration under the securities Laws of all applicable jurisdictions (federal and state), and to keep the Registration Statement and such registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement, and the TCB Holdings Parties shall furnish all information concerning the TCB Holdings Parties and their Subsidiaries, directors, officers, and shareholders as may be reasonably requested by Reliant in connection with the same. Reliant shall be responsible for preparing and filing the Registration Statement and TCB Holdings shall be primarily responsible for preparing the proxy statement that is included in the Proxy Statement/Prospectus, provided that Reliant and TCB Holdings shall to the extent practicable afford the other Party and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed with the SEC and the Proxy Statement/Prospectus before it is mailed to the shareholders of TCB Holdings and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to the extent permitted by Law, shall deliver to the other Parties copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to the other Parties the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto.

(b)          The Parties shall cooperate in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement and the transactions contemplated hereby to the shareholders of TCB Holdings for approval. Each Party will as promptly as reasonably practicable after the date of this Agreement furnish all data and information relating to it and its Subsidiaries, and its and its Subsidiaries’ directors, officers, and shareholders, as the other Parties may reasonably request for the purpose of including such data and information in the Registration Statement and/or the Proxy Statement/Prospectus. The TCB Holdings Parties expressly agree to cooperate with Reliant and its legal, financial, and accounting advisors in requesting and obtaining reasonably requested opinions, consents, and letters from its legal and financial advisors and independent auditors, and in taking such other actions as may be reasonably requested by Reliant, in connection with the Registration Statement or the Proxy Statement/Prospectus. Each Party covenants and agrees that none of the information supplied or to be supplied by such Party for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to shareholders of TCB Holdings or at the time of the TCB Holdings Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law. The prospectus that is included in the Proxy Statement/Prospectus will comply as to form, in all material respects, with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by any Party with respect to statements made or incorporated by reference therein based on information supplied by any other Party for inclusion or incorporation by reference in the Proxy Statement/Prospectus. Each Party covenants and agrees that, in the event such Party becomes aware of any information furnished by it that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus, or any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, such Party will promptly inform the other Parties thereof in writing and take all necessary steps to correct the Registration Statement or Proxy Statement/Prospectus, or other document, as applicable.

Section 7.12          Nasdaq Listing.  Reliant shall use its commercially reasonable efforts to cause the shares of Reliant Common Stock to be issued as Merger Consideration in accordance with this Agreement to be authorized for listing on Nasdaq, subject to official notice of issuance, prior to the Effective Time.

Section 7.13          Notice of Dissenters’ Rights Matters.  The TCB Holdings Parties shall give Reliant prompt written notice of their receipt of any notice, demand, or other instrument or written communication relating to dissenters’ rights (including any notice of intent to demand payment or any withdrawal of any such notice) provided by or behalf of any shareholder of TCB Holdings pursuant to Chapter 23 of the Corporation Act.

Section 7.14          Exemption from Section 16(b) Liability.  Reliant acknowledges that, in order to most effectively compensate and retain those officers of the TCB Holdings Parties, if any, that will become officers of Reliant subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with or as a result of the transactions contemplated by this Agreement (the “TCB Holdings Insiders”), it is desirable that the TCB Holdings Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the conversion or exchange of shares of TCB Holdings Common Stock in the Parent Merger, and for that compensatory and retentive purpose agrees to the provisions of this Section 7.14. The board of directors of Reliant, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall prior to the Effective Time take all such action as may be reasonably required to cause any acquisitions of Reliant Common Stock by TCB Holdings Insiders as Merger Consideration in accordance with Article III of this Agreement to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable Law.

Section 7.15          Takeover Laws.  Neither TCB Holdings or the Bank nor their respective boards of directors shall take any action that would cause any Takeover Law to become applicable to this Agreement or the Parent Merger, the Bank Merger, or any of the other transactions contemplated by this Agreement, and each shall take all necessary steps to exempt (or ensure the continued exemption of) this Agreement and the Parent Merger, the Bank Merger, and the other transactions contemplated by this Agreement from any applicable Takeover Law now or hereafter in effect. If any Takeover Law should become, or should purport to be, applicable to the transactions contemplated by this Agreement, TCB Holdings and the Bank and their respective boards of directors will grant such approvals and take such other actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of any Takeover Law on any of the transactions contemplated by this Agreement, including, if necessary, challenging the validity or applicability of any such Takeover Law.

Section 7.16          Litigation and Claims.  The TCB Holdings Parties shall notify Reliant in writing of any litigation, suit, action, arbitration, hearing, investigation, or other proceeding instituted, initiated, or commenced, or to the Knowledge of the TCB Holdings Parties threatened to be instituted, initiated, or commenced, against the TCB Holdings Parties or any of their directors, Subsidiaries, or Affiliates relating to the transactions contemplated by this Agreement. The TCB Holdings Parties shall give Reliant the opportunity to participate in (but not control), at its own expense, the defense or settlement of any shareholder litigation against the TCB Holdings Parties or any of their directors, Subsidiaries, or Affiliates relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Reliant’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed).

Section 7.17          Dividend Reinvestment Plan.  Promptly following the TCB Holdings Parties’ execution of this Agreement, TCB Holdings shall take all action necessary to suspend the Tennessee Community Bank Holdings, Inc. 2017 Dividend Reinvestment Plan (the “TCB Holdings DRIP”) effective as of the date of this Agreement and to terminate the TCB Holdings DRIP effective as of immediately prior to the Effective Time. This Section 7.17 shall not in any way limit the obligations of the TCB Holdings Parties under Section 7.8(b).

Section 8.1          Conditions to Each Party’s Obligation to Consummate Parent Merger.  The respective obligation of each Party to consummate the Parent Merger and the other transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, written waiver by such Party prior to the Closing of each of the following conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions):

(a)          Shareholder Approval.  This Agreement shall have been duly approved by the shareholders of TCB Holdings in accordance with the charter and bylaws of TCB Holdings and applicable Law.

(b)          Governmental Approvals.  All approvals, consents, and waivers of or from Governmental Entities (including without limitation the Regulatory Approvals) required to consummate the transactions contemplated by this Agreement (including without limitation the Parent Merger and the Bank Merger) shall have been obtained and shall be in full force and effect, and all statutory waiting periods in respect thereof shall have expired, and no such approval, consent, or waiver shall contain any condition, restriction, or requirement that would, individually or in the aggregate with one or more other such conditions, restrictions, or requirements, so materially and adversely affect the economic or business benefits of the transactions contemplated by this Agreement that a purchaser acting reasonably in the circumstances and in good faith would not have entered into this Agreement had such purchaser known that such condition(s), restriction(s), or requirement(s) would be imposed (any such condition, restriction, or requirement, a “Burdensome Condition”); provided, however, that (i) any condition, restriction, or requirement imposed by a Governmental Entity which is customarily imposed in published orders or approvals for transactions such as the Parent Merger or the Bank Merger shall not be deemed to be a Burdensome Condition and (ii) prior to declaring a Burdensome Condition and electing not to consummate the transactions contemplated hereby as a result thereof, Reliant shall use commercially reasonable efforts to negotiate with the relevant Governmental Entity a modification to the condition, restriction, or requirement to reduce the burdensome nature thereof such that the condition, restriction, or requirement no longer constitutes a Burdensome Condition.

(c)          No Injunction; Illegality.  There shall not be in effect any order, decree, or injunction of or from any Governmental Entity that enjoins or prohibits the consummation of the Parent Merger or the Bank Merger, and no Governmental Entity shall have instituted any action, suit, or proceeding for the purpose of enjoining or prohibiting the consummation of the Parent Merger or the Bank Merger. No Law shall have been enacted, entered, promulgated, or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Parent Merger or the Bank Merger.

(d)          Registration Statement.  The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no action, suit, proceeding, or investigation by the SEC to suspend the effectiveness of the Registration Statement shall have been initiated, continuing, or threatened and unresolved.

(e)          Nasdaq Listing.  The shares of Reliant Common Stock that will be issued to holders of TCB Holdings Common Stock as Merger Consideration in the Parent Merger pursuant to this Agreement shall have been authorized for listing on Nasdaq, subject to official notice of issuance.

Section 8.2          Conditions to Obligations of TCB Holdings Parties.  The obligation of each of TCB Holdings and the Bank to consummate the Parent Merger and the other transactions contemplated by this Agreement is also subject to the satisfaction or, to the extent permitted by applicable Law, written waiver by TCB Holdings and the Bank prior to the Closing of each of the following conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions):

(a)          Representations and Warranties of Reliant.  The representations and warranties of Reliant contained in Section 5.2(c) (Capitalization), Section 5.2(k) (Absence of Certain Changes or Events), and Section 5.2(t) (Broker Fees) shall be true and correct in all respects (other than, in the case of Section 5.2(c) (Capitalization) only, inaccuracies which, individually and in the aggregate, are de minimis in both amount and impact) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date). The representations and warranties of Reliant contained in Section 5.2(a) (Organization and Qualification), Section 5.2(d) (Authority), and Section 5.2(e)(i) (No Violations) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date). All other representations and warranties of Reliant contained in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct has not had or resulted in, and would not reasonably be expected to have or result in, individually or in the aggregate, a Reliant Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties containing or subject to a materiality or Reliant Material Adverse Effect qualifier shall be read without, and shall be deemed not to include or be subject to, any such qualifier.

(b)          Performance of Obligations of Reliant.  Reliant shall have performed and complied with, in all material respects, all obligations and covenants required to be performed and complied with by Reliant under this Agreement prior to or at the Closing.

(c)          Officers’ Certificate.  The TCB Holdings Parties shall have received a certificate, dated as of the Closing Date, signed by the chief executive officer and the chief financial officer of Reliant, and otherwise in form and substance reasonably satisfactory to the TCB Holdings Parties, to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied.

(d)          Tax Opinion.  TCB Holdings shall have received an opinion from Bass, Berry & Sims PLC, legal counsel to TCB Holdings, dated as of the Closing Date and in form and substance reasonably satisfactory to TCB Holdings, to the effect that, on the basis of facts, representations, and assumptions set forth or referred to in such opinion, the Parent Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, such counsel may require and rely upon representations contained in certificates of officers of the TCB Holdings Parties and Reliant, reasonably satisfactory in form and substance to such counsel.

Section 8.3          Conditions to Obligations of Reliant.  The obligation of Reliant to consummate the Parent Merger and the other transactions contemplated by this Agreement is also subject to the satisfaction or, to the extent permitted by applicable Law, written waiver by Reliant prior to the Closing of each of the following conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions):

(a)          Representations and Warranties of TCB Holdings Parties.  The representations and warranties of the TCB Holdings Parties contained in Section 4.2(c) (Capitalization), Section 4.2(k)(i) (Absence of Certain Changes or Events), and Section 4.2(w) (Broker Fees) shall be true and correct in all respects (other than, in the case of Section 4.2(c) (Capitalization) only, inaccuracies which, individually and in the aggregate, are de minimis in both amount and impact) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date). The representations and warranties of the TCB Holdings Parties contained in Section 4.2(a) (Organization and Qualification), Section 4.2(d) (Authority), and Section 4.2(e)(i) (No Violations) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date). All other representations and warranties of the TCB Holdings Parties contained in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct has not had or resulted in, and would not reasonably be expected to have or result in, individually or in the aggregate, a TCB Holdings Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties containing or subject to a materiality or TCB Holdings Material Adverse Effect qualifier shall be read without, and shall be deemed not to include or be subject to, any such qualifier.

(b)          Performance of Obligations of TCB Holdings Parties.  The TCB Holdings Parties shall have performed and complied with, in all material respects, all obligations and covenants required to be performed and complied with by them under this Agreement prior to or at the Closing.

(c)          Officers’ Certificate.  Reliant shall have received a certificate, dated as of the Closing Date, signed by the chief executive officer and the chief financial officer of each of TCB Holdings and the Bank, and otherwise in form and substance reasonably satisfactory to Reliant, to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied.

(d)          Tax Opinion.  Reliant shall have received an opinion from Butler Snow LLP, legal counsel to Reliant, dated as of the Closing Date and in form and substance reasonably satisfactory to Reliant, to the effect that, on the basis of facts, representations, and assumptions set forth or referred to in such opinion, the Parent Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, such counsel may require and rely upon representations contained in certificates of officers of the TCB Holdings Parties and Reliant, reasonably satisfactory in form and substance to such counsel.

(e)          Dissenting Shareholders.  The holders of not more than 7.5% of the outstanding shares of TCB Holdings Common Stock shall have perfected and not effectively withdrawn or lost their rights to dissent from the Parent Merger pursuant to Chapter 23 of the Corporation Act.

(f)          Required Minimum Tier 1 Capital.  At Closing, the Bank shall have Tier 1 capital of not less than $25,669,000. For purposes of this Section 8.3(g), “Tier 1 capital” shall mean and shall be calculated as “Tier 1 capital” as reported on Item 26 of Schedule RC-R (Part I) – Regulatory Capital Components and Ratios of the Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only and Total Assets Less than $1 Billion; provided that each of the following shall be excluded from the calculation of Tier 1 capital: (i) expenses of up to (but not exceeding) $750,000 incurred by the TCB Holdings Parties in connection with the transactions contemplated by this Agreement and (ii) expenses, charges, and other items that would otherwise reduce Tier 1 capital that are incurred or taken by the Bank with the prior written consent of Reliant.

Section 9.1          Termination.  This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Effective Time or as otherwise indicated:

(a)          By mutual written agreement of Reliant, TCB Holdings, and the Bank.

(b)          By Reliant (provided that Reliant is not then in material breach of any representation, warranty, covenant, or agreement contained herein), in the event of a breach by TCB Holdings or the Bank of any representation, warranty, covenant, or agreement contained in this Agreement, or by the TCB Holdings Parties (provided that neither TCB Holdings nor the Bank is then in material breach of any representation, warranty, covenant, or agreement contained herein), in the event of a breach by Reliant of any representation, warranty, covenant, or agreement contained in this Agreement, in either case which breach (i) individually or in the aggregate with all other such breaches would, if occurring or continuing on the Closing Date, result in the failure of any of the conditions set forth in Article VIII and (ii) has not been cured by the earlier of June 30, 2020, and the date which is 30 days after written notice to the breaching Party of such breach.

(c)          By either Reliant or the TCB Holdings Parties, in the event the shareholders of TCB Holdings fail to approve, by the requisite vote, this Agreement and the transactions contemplated hereby at the TCB Holdings Meeting, provided that the TCB Holdings Parties shall only be entitled to exercise their right of termination under this Section 9.1(c) if the TCB Holdings Parties have complied in all material respects with, and there has been no material breach or violation by the TCB Holdings Parties of, their obligations and covenants set forth in Section 7.7.

(d)          By either Reliant or the TCB Holdings Parties, in the event any of the Regulatory Approvals shall have been denied by final and non-appealable action of a Governmental Entity or any application or request therefor shall have been permanently withdrawn at the direction of a Governmental Entity; provided, however, that Reliant shall not be entitled to exercise its right of termination under this Section 9.1(d) if such denial or withdrawal shall be due to the failure of Reliant to perform or observe its obligations and covenants set forth in this Agreement, and that the TCB Holdings Parties shall not be entitled to exercise their right of termination under this Section 9.1(d) if such denial or withdrawal shall be due to the failure of TCB Holdings or the Bank to perform or observe its obligations and covenants set forth in this Agreement.

(e)          By either Reliant or the TCB Holdings Parties, in the event any court or other Governmental Entity of competent jurisdiction shall have issued a final, non-appealable order enjoining or otherwise prohibiting the consummation of the Parent Merger or the Bank Merger; provided, however, that Reliant shall not be entitled to exercise its right of termination under this Section 9.1(e) if such action of such court or other Governmental Entity shall be due to the failure of Reliant to perform or observe its obligations and covenants set forth in this Agreement, and that the TCB Holdings Parties shall not be entitled to exercise their right of termination under this Section 9.1(e) if such action of such court or other Governmental Entity shall be due to the failure of TCB Holdings or the Bank to perform or observe its obligations and covenants set forth in this Agreement.

(f)          By either Reliant or the TCB Holdings Parties, in the event the Parent Merger is not consummated by June 30, 2020, unless (i) in the event of termination by Reliant, the failure to consummate the Parent Merger by such date shall be due to the failure of Reliant to perform or observe its obligations and covenants set forth in this Agreement, and (ii) in the event of termination by the TCB Holdings Parties, the failure to consummate the Parent Merger by such date shall be due to the failure of TCB Holdings or the Bank to perform or observe its obligations and covenants set forth in this Agreement.

(g)          By Reliant, in the event that prior to the approval of this Agreement by the shareholders of TCB Holdings in accordance with the charter and bylaws of TCB Holdings and applicable Law (i) TCB Holdings or the Bank materially breaches Section 7.1 or Section 7.7 of this Agreement or (ii) the board of directors of TCB Holdings does not publicly recommend in the Proxy Statement/Prospectus the approval of this Agreement and the transactions contemplated hereby by the shareholders of TCB Holdings or, after having made such recommendation, subsequently makes a Change of Recommendation.

(h)          By Reliant, in the event a tender offer or exchange offer for 20% or more of the outstanding shares of any class or series of TCB Holdings Stock is commenced (other than by Reliant) and the TCB Holdings board of directors recommends that the shareholders of TCB Holdings tender their shares in such tender offer or exchange offer or otherwise fails to timely recommend that such shareholders reject such tender offer or exchange offer within the 10 business day period specified in Rule 14e-2(a) under the Exchange Act.

(i)          By the TCB Holdings Parties, at any time prior to the approval of this Agreement by the shareholders of TCB Holdings in accordance with TCB Holdings’ charter and bylaws and applicable Law, for the purpose of entering into an agreement with respect to a Superior Proposal, provided that there has been no material breach by TCB Holdings or the Bank of Section 7.1 or Section 7.7 of this Agreement.

(j)          By the TCB Holdings Parties, if both (i) the Average Closing Price (as defined below) is less than $17.82 and (ii) (A) the number obtained by dividing the Average Closing Price by the volume-weighted average closing price per share of Reliant Common Stock as reported on Nasdaq for the 20 consecutive trading days ending on (and including) the date of this Agreement, rounded to four decimal places, is less than (B) the difference between (1) the number obtained by dividing the Index Value (as defined below) on the Determination Date (as defined below) by the Index Value on the Starting Date (as defined below), rounded to four decimal places, minus (2) 0.20; provided, however, that the TCB Holdings Parties must elect to terminate this Agreement under this Section 9.1(j) by written notice (the “Termination Notice”) given to Reliant within two Business Days after the Determination Date and that the TCB Holdings Parties’ right of termination shall be subject to the right of Reliant provided for below to increase the Cash Consideration and/or Stock Consideration. During the three Business Day period immediately following the day on which Reliant receives the Termination Notice (the “Election Period”), Reliant shall have the right and option, in its sole and absolute discretion, to increase the Cash Consideration and/or Stock Consideration such that, as a result of such adjustment, the sum of (i) the aggregate Cash Consideration and (ii) the aggregate Stock Consideration (i.e., the number of shares of Reliant Common Stock to be issued as Merger Consideration) multiplied by the Average Closing Price, calculated as of the Determination Date, shall be no less than the Minimum Merger Consideration (as defined below); provided that in no event shall the Cash Consideration be increased such that as a result of such increase the Parent Merger would not qualify as a “reorganization” under Section 368(a) of the Code. If Reliant elects to increase the Cash Consideration and/or Stock Consideration as aforesaid, Reliant shall give written notice of such election (the “Fill Notice”) to the TCB Holdings Parties during the Election Period, which Fill Notice shall specify the amount of any such increase and whether such increase will be in the form of additional Cash Consideration and/or Stock Consideration, whereupon no termination of this Agreement shall occur, or be deemed to have occurred, pursuant to this Section 9.1(j) and this Agreement shall remain in full force and effect in accordance with its terms (with the Cash Consideration and/or Stock Consideration modified in accordance with this Section 9.1(j) as set forth in the Fill Notice). If Reliant does not timely elect to increase the Cash Consideration and/or Stock Consideration as aforesaid, then the TCB Holdings Parties may terminate this Agreement at any time after the end of the Election Period. For purposes of this Agreement, the term “Average Closing Price” means the volume-weighted average closing price per share of Reliant Common Stock as reported on Nasdaq (or such other exchange or market on which the Reliant Common Stock shall then trade) for the 20 consecutive trading days ending on (and including) the Determination Date; the term “Determination Date” means that certain date which is the fifth Business Day prior to the Closing Date; the term “Index Value,” on a given date, means the closing index value for the Nasdaq Bank Index as reported in The Wall Street Journal; the term “Starting Date” means the date of this Agreement, or if the date of this Agreement is not a date on which the Index Value is available (an “Index Availability Date”) the Index Availability Date that is closest to, but prior to, the date of this Agreement; and the term “Minimum Merger Consideration” means $32,430,816. Notwithstanding anything to the contrary in Section 10.7, for purposes of this Section 9.1(j), notices shall be deemed given, delivered, and effective when transmitted via confirmed email; provided that if any such email is transmitted after 5:00 p.m. local time of the recipient, or on a day other than a Business Day, it shall be deemed given, delivered, and effective on the next following Business Day.

Section 9.2          Effect of Termination.  In the event of the termination of this Agreement in accordance with this Article IX, this Agreement shall, subject to Section 9.3, become null and void and have no further force or effect and the Parties shall have no further or continuing liability or obligations under this Agreement, except that (a) Section 7.3(d), Section 7.6, this Section 9.2, Section 9.3, and Article X of this Agreement shall survive any termination of this Agreement and (b) notwithstanding anything to the contrary contained in this Agreement, no Party shall be relieved of or released from any liability or damages arising out of such Party’s fraud or willful or intentional breach of any provision of this Agreement.

Section 9.3          Termination Fee.

(a)          In the event (i) this Agreement is terminated by Reliant pursuant to Section 9.1(b) and (ii) at any time after the date of this Agreement and at or before the TCB Holdings Meeting (including, for the avoidance of doubt, any adjournment or postponement thereof) a bona fide Acquisition Proposal shall have been received by or communicated or otherwise made known to TCB Holdings or the Bank or any of their respective Subsidiaries, which has not been withdrawn prior to the date of the termination of this Agreement, and within 12 months after the date of termination of this Agreement TCB Holdings or the Bank or any of their respective Subsidiaries enter into a definitive agreement with respect to, or consummate, any Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the TCB Holdings Parties shall pay to Reliant a termination fee of $1,800,000 (the “Termination Fee”) on the earlier of the date of TCB Holdings’, the Bank’s, or such Subsidiary’s, as applicable, execution of such definitive agreement or consummation of such Acquisition Proposal; provided that, for purposes of this Section 9.3(a), all references in the definition of Acquisition Proposal to “20%” shall instead be deemed to be references to “50%”.

(b)          In the event this Agreement is terminated by Reliant pursuant to Section 9.1(g) or Section 9.1(h), the TCB Holdings Parties shall pay Reliant the Termination Fee not later than two Business Days after the date of termination of this Agreement.

(c)          In the event this Agreement is terminated by the TCB Holdings Parties pursuant to Section 9.1(i), the TCB Holdings Parties shall pay to Reliant the Termination Fee not later than two Business Days after the date of termination of this Agreement.

Section 10.1          Survival.  None of the representations, warranties, covenants, or agreements contained in this Agreement shall survive the Effective Time (other than those covenants and agreements contained herein that by their express terms are to be observed or performed after the Effective Time) or the termination of this Agreement (other than Section 7.3(d), Section 7.6, Section 9.2, Section 9.3, and this Article X, each of which shall survive any such termination). Notwithstanding the foregoing or anything else in this Agreement to the contrary, none of the representations, warranties, covenants, or agreements contained in this Agreement shall be deemed to be terminated or extinguished so as to deprive any Party hereto or any of its Affiliates of any defense, at law or in equity, which otherwise would be available against the claims of any Person, including without limitation any shareholder or former shareholder.

Section 10.2          Interpretation.  When reference is made in this Agreement to an article, section, exhibit, or schedule, such reference shall be to an article or section of or exhibit or schedule to this Agreement, unless otherwise indicated. The headings appearing in this Agreement have been inserted for purposes of convenience of reference only and shall not affect the meaning of, or be given any force or effect in the construction or interpretation of, this Agreement. Whenever the words “include,” “includes,” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not actually followed by such words. Any singular term used in this Agreement shall be deemed to include the plural, and any plural term the singular. Any gender reference in this Agreement shall be deemed to include all genders. All references in this Agreement to a specific statute shall be deemed to refer to all regulations and authoritative guidance issued thereunder, and all references in this Agreement to a statute, regulation, or other guidance shall also be deemed to refer to any superseding statute, regulation or guidance. Any document or item will be deemed “delivered,” “provided,” or “made available” to a Party within the meaning of this Agreement if such document or item is (a) made available to such Party specifically for review in person by another Party or its representatives, (b) contained and accessible by such Party for a continuous period of at least 72 hours immediately prior to the Parties’ execution of this Agreement (if to be delivered, provided, or made available prior to the date of this Agreement) or the Closing Date (if to be delivered, provided, or made available prior to Closing) in the electronic data room hosted by Firmex established by the TCB Holdings Parties or their financial advisor in connection with the transactions contemplated by this Agreement (to which the Parties and their designated representatives had access rights during such period), or (c) filed by a Party with the SEC and publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC at least 72 hours immediately prior to the Parties’ execution of this Agreement (if to be delivered, provided, or made available prior to the date of this Agreement) or the Closing Date (if to be delivered, provided, or made available prior to Closing). All references to “dollars” or “$” in this Agreement are to United States dollars. Whenever the words “as of the date hereof” are used in this Agreement, such date shall be deemed the date of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement 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 the authorship of any of the provisions of this Agreement.

Section 10.3          Amendment; Waiver.  This Agreement may be amended, modified, or supplemented at any time, either before or after approval of this Agreement by any Party’s shareholders, by, but only by, a written instrument executed by each of the Parties; provided, however, that, after the approval of this Agreement by a Party’s shareholders, there may not be, without further approval of such shareholders, any amendment, modification, or supplement of or to this Agreement that requires further approval of or by such shareholders under applicable Law. Prior to the Effective Time, any provision of this Agreement may be waived by the Party or Parties entitled to the benefits thereof, provided that any such waiver shall be in writing and executed by the Party or Parties granting such waiver.

Section 10.4          Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument. A facsimile or other electronic copy of a signature page to this Agreement shall be deemed to be, and shall have the same force and effect as, an original signature page.

Section 10.5          Governing Law.  This Agreement shall be governed by, and construed, interpreted, and enforced in accordance with, the laws of the State of Tennessee, without regard to conflict of laws principles.

Section 10.6          Expenses.  Except as expressly otherwise provided in this Agreement, each Party shall be responsible for and pay all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby. All filing and other fees paid to the SEC in connection with the transactions contemplated by this Agreement shall be borne by Reliant, and all costs and expenses associated with printing and mailing the Proxy Statement/Prospectus shall be borne by the TCB Holdings Parties.

Section 10.7          Notices.  All notices, requests, consents, and other communications required or permitted under or related to this Agreement shall be in writing and shall be deemed given, delivered, and effective (i) when delivered, if delivered personally, (ii) on the third Business Day after mailing, if mailed by first class United States Mail, postage prepaid and return receipt requested, or (iii) on the first Business Day after mailing, if sent by a nationally recognized overnight delivery service, in each case to the Parties at the following addresses (or such other addresses as the Parties may designate from time to time by notice given in accordance with this Section 10.7):

If to Reliant:	with a copy (which shall not constitute notice) to:
Reliant Bancorp, Inc.	Butler Snow LLP
Attention: DeVan D. Ard, Jr.	Attention: Adam G. Smith
6100 Tower Circle, Suite 120	150 3rd Avenue South, Suite 1600
Franklin, Tennessee 37067	Nashville, Tennessee 37201
If to TCB Holdings or the Bank:	with a copy (which shall not constitute notice) to:
Tennessee Community Bank Holdings, Inc.	Bass, Berry & Sims PLC
Community Bank & Trust	Attention: D. Scott Holley
Attention: Debbie C. Small	150 3rd Avenue South, Suite 2800
575 South Main Street	Nashville, Tennessee 37201
Ashland City, Tennessee 37015

Section 10.8          Entire Agreement; Third Party Beneficiaries.  This Agreement, including and together with the exhibits and schedules hereto and the Disclosure Memoranda, and the TCB Holdings Confidentiality Agreement and the Reliant Confidentiality Agreement (but only to the extent such agreements are not inconsistent with any provision of this Agreement) represent the entire understanding of the Parties with respect to the transactions contemplated hereby and supersede any and all prior agreements, understandings, and arrangements, whether written or oral, between or among the Parties with respect to such subject matter. This Agreement is made solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and no other Person shall acquire or have any rights under or by virtue of this Agreement, except that the Indemnified Parties are intended third-party beneficiaries of this Agreement to the extent, but only to the extent, provided in Section 7.9.

Section 10.9          Severability.  In the event any term or provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason or in any respect, (a) such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity, legality, or enforceability of the remainder of this Agreement, which shall be and remain in full force and effect enforceable in accordance with its terms, and (b) the Parties shall use their reasonable best efforts to substitute for such invalid, illegal, or unenforceable term or provision an alternative term or provision which, insofar as practicable, implements the original purposes and intent of this Agreement.

Section 10.10          Assignment.  No Party may assign or delegate this Agreement or any of its rights, interests, duties, or obligations hereunder without the prior written consent of each of the other Parties. 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 10.11          Specific Performance.  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. Accordingly, the Parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any action or proceeding brought in accordance with Section 10.12, this being in addition to any other remedy to which they are entitled at law or in equity. Each Party hereby further waives any defense in any action for specific performance that a remedy at law would be adequate and any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

Section 10.12          Submission to Jurisdiction.  EACH PARTY KNOWINGLY AND VOLUNTARILY HEREBY (A) IRREVOCABLY SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF TENNESSEE LOCATED IN NASHVILLE, DAVIDSON COUNTY, TENNESSEE, OR IN THE EVENT (BUT ONLY IN THE EVENT) THAT NO SUCH STATE COURT HAS JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE, NASHVILLE DIVISION (THE “TENNESSEE COURTS”), IN RESPECT OF ANY CLAIM, ACTION, SUIT, OR PROCEEDING UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, (B) IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT AS A DEFENSE IN OR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING THAT SUCH PARTY IS NOT SUBJECT TO THE JURISDICTION OF THE TENNESSEE COURTS, THAT SUCH CLAIM, ACTION, SUIT, OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THE TENNESSEE COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE, OR THAT THIS AGREEMENT MAY NOT BE CONSTRUED, INTERPRETED, OR ENFORCED IN OR BY THE TENNESSEE COURTS, AND (C) IRREVOCABLY AGREES THAT ALL CLAIMS A PART OF OR WITH RESPECT TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING SHALL BE HEARD AND DETERMINED BY THE TENNESSEE COURTS. THE PARTIES HEREBY GRANT THE TENNESSEE COURTS JURISDICTION OVER THE PERSONS OF THE PARTIES AND, TO THE EXTENT PERMITTED BY LAW, OVER THE SUBJECT MATTER OF ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING.

Section 10.13          Jury Trial Waiver.  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION, SUIT, OR PROCEEDING UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.