CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

The Company’s business is managed by its employees under the direction and oversight of the board of directors. Board members are kept informed of the Company’s business through discussions with management, materials provided to them by management and their participation in board and board committee meetings.

Board Composition and Director Independence

As of April 1, 2015, the board is comprised of 11 directors. The board has determined that a majority of its members are independent as defined by the listing standards of the Nasdaq Stock Market. Specifically, our board of directors has determined that the following directors are independent: Homayoun Aminmadani, Darrell Freeman, Jim Kelley (except by independence standards specific to the audit committee), Don Sloan, Jim Hodges, John Lewis Bourne, Trim Beasley, and Sharon Edwards (lead independent director).

The board of directors has four standing committees: the Executive/Loan Committee, the Audit Committee, the Human Resources/Compensation Committee, and the Nominating/Board Governance committee. The board limits membership on the audit committee, the compensation committee and the nominating and governance committee to independent directors as defined by the Nasdaq listing standards and the rules and regulations of the Securities and Exchange Commission (“SEC”). The standing committees advise the board of directors on policy origination and plan administrative strategy and assure policy compliance through management reporting from areas under their supervision.

Board Leadership Structure

Currently, the chairman of the board, William Ronald DeBerry, also serves as our chief executive officer, and DeVan D. Ard, Jr. serves as Commerce Union’s president. Effective June 30, 2017, Mr. DeBerry will retire from his duties as Chairman and CEO, but he will remain as a member of Commerce Union’s board of directors. As previously announced, it is the intention of the board of directors to name DeVan D. Ard, Jr. to the role of Chief Executive Officer, to succeed Mr. DeBerry. Sharon H. Edwards has been appointed by the board to serve as the lead independent director. The lead independent director provides leadership to and reports to the board of directors focused on enhancing effective corporate governance, provides a source of board leadership complementary to, collaborative with and independent of the leadership of the chairman and chief executive officer, and promotes best practices and high standards of corporate governance.

We believe this leadership structure is most appropriate for us because we believe having the chief executive officer serve as chairman fosters an alignment of various company leadership duties. Additionally, the company believes that having the person most familiar with all aspects of the day-to-day operations lead the board of directors enhances accountability and effectiveness. Commerce Union does not have a formal policy with respect to the separation or combination of the offices of chairman of the board and chief executive officer. Rather, the board has the discretion to combine or separate these roles as it deems appropriate from time to time, which provides the board with necessary flexibility to adjust to changed circumstances.

Risk Oversight

Oversight of risk management is a central focus of the board and its committees. The full board regularly receives reports both from committees and from management with respect to the various risks facing the company, and oversees planning and responding to them as appropriate. The audit committee currently has primary responsibility for oversight of financial risk and for oversight of the company’s risk management processes, including those relating to litigation and regulatory compliance. Under its charter, the audit committee is required to discuss the company’s risk assessment and risk management policies and to inquire about any significant risks and exposures and the steps taken to monitor and minimize such risks. The compensation committee is chiefly responsible for compensation-related risks. Under its charter, the compensation committee must discuss and review the key business and other risks the company faces and the relationship of those risks to certain compensation arrangements. Each of these committees receives regular reports from management concerning areas of risk for which the committee has oversight responsibility.

Code ofEthics

The Company has adopted a Code of Ethics, which contains provisions consistent with the SEC’s description of a code of ethics, which applies to its directors, officers and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller and persons performing similar functions. The purpose of the Code of Ethics is, among other things, to provide written standards that are reasonably designed to deter wrongdoing and to: (1) promote honest and ethical conduct; (2) provide full, fair, accurate, timely and understandable disclosure in reports and documents that Commerce Union files with the SEC and other public communications by Commerce Union; (3) assure compliance with applicable governmental laws, rules and regulations; (4) require prompt reporting of any violations of the Code of Ethics; and (5) establish accountability for adherence to the Code of Conduct. Each director is required to read and certify annually that he or she has read, understands and will comply with the Code of Ethics. The Company’s Code of Ethics is available on Reliant Bank’s website at www.reliantbank.com in the PlanInvestor Relations area.

Stock Options

Meetings of the Boards of Directors

Effective April 1, 2015, all of the directors of Commerce Union Bancshares also served as directors of Reliant Bank. The Reliant Bank board held 12 meetings during 2016, and the Commerce Union board held 12 meetings in 2016. Alldirectors attended at least 75% of the aggregate total number of bank and holding company board meetings, and meetings of the bank and holding company board committees on which they served (to the extent held during the period for which the director had been a member of the board(s) or a member of such board committees). There are no federal income tax consequencesThe company does not have a policy for director attendance at annual meetings. All but one of our directors was present at the 2016 annual shareholders’ meeting.

Audit Committee

The audit committee selects and engages Commerce Union’s independent registered public accounting firm each year. In accordance with its charter, the audit committee, among other things, reviews Commerce Union’s financial statements, the results of internal auditing, financial reporting procedures, and reports of regulatory authorities, and it regularly reports to the participant orboard of directors with respect to all significant matters presented at meetings of the audit committee.

The audit committee is comprised of five non-employee directors: Sharon H. Edwards, who serves as chair of the committee, Charles Trimble (Trim) Beasley, John Lewis (Buddy) Bourne, Darrell S. Freeman, Sr., and Homayoun (Homey) Aminmadani, each of whom is “independent” as defined by the Nasdaq listing standards and the rules and regulations of the SEC. The board of directors has determined that the committee chair, Sharon H. Edwards, meets the SEC’s criteria for an “audit committee financial expert.” During 2016, the audit committee met 5 times.

Audit Committee Report

Committee Charter

The audit committee and the board have approved and adopted a charter for the audit committee. In accordance with the charter, the audit committee assists the board in fulfilling its responsibility for overseeing the accounting, auditing and financial reporting processes of the Company. The responsibilities of the audit committee are described in greater detail in its charter. The charter of the audit committee is available on Reliant Bank’s website at www.reliantbank.com in the Investor Relations area.

Auditor Independence

The audit committee received from Maggart & Associates P.C. (“Maggart & Associates”) written disclosures and a letter regarding its independence as required by Public Company Accounting Oversight Board Rule 3526, “Communication with Audit Committees Concerning Independence,” describing all relationships between the independent registered public accounting firm and the Company that might bear on the registered public accounting firm’s independence, and discussed this information with Maggart & Associates. The audit committee also reviewed with Maggart & Associates and financial management of the Company the audit plans, audit scope and audit procedures. The discussions with Maggart & Associates also included the matters required by the Public Accounting Oversight Board Auditing Standard No. 16. The audit committee has also considered, and concluded, that the provision of services by Maggart & Associates described under the caption “Audit and Non-Audit Fees” are compatible with maintaining the independence of Maggart & Associates.

Review of Audited Financial Statements

The audit committee has reviewed the audited financial statements of the Company as of and for the fiscal year ended December 31, 2016, and has discussed the audited financial statements with management and with Maggart & Associates. Based on all of the foregoing reviews and discussions with management and Maggart & Associates, the audit committeerecommended to the companyboard of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the granting of options. year ended December 31, 2016, to be filed with the SEC.

The federal tax consequences upon exercise will vary depending on whetherforegoing report is submitted by the option is an incentive stock option or a nonqualified stock option.

Incentive Stock Options.When a participant exercises an incentive stock option, the participant will not at that time realize any income, and the company will not be entitled to a deduction. However, the difference between the fair market valuefollowing members of the sharesaudit committee:

Sharon Edwards

Charles (Trim) Beasley

John Lewis (Buddy) Bourne

Darrell Freeman

Homayoun (Homey) Aminmadani

Nominating and Governance Committee

The nominating and governance committee is responsible for: assisting, advising and making recommendations to the board of directors on corporate governance matters, including the exercise dateidentification, selection, and recommendation of qualified individuals to become board members; selecting and recommending that the exercise price will beboard approve the director nominees for the annual meeting of shareholders; developing and recommending to the board a preference item for purposesset of corporate governance guidelines; developing and recommending a board committee structure and recommending the membership and chairs of committees; overseeing the evaluations of the alternative minimum tax. board; and overseeing the succession planning for the chief executive officer.

The participant will recognize capital gain or loss atnominating and governance committee identifies nominees for the timeboard of disposition ofdirectors by first evaluating the shares acquired through the exercise of an incentive stock option if the shares have been heldcurrent board members willing to continue serving as directors. Current board members with skills and experience that are relevant to our business and who are willing to continue their service are first considered for at least two years after the option was granted and one year after it was exercised. The company will not be entitled to a tax deduction if the participant satisfies these holding period requirements. The net federal income tax effect to the holder of the incentive stock options is to defer, until the acquired shares are sold, taxation on any increase in the shares’ value from the time of grant of the option to the time of its exercise, and to tax such gain, at the time of sale, at capital gain rates rather than at ordinary income rates.

If the holding period requirements are not met, then upon sale of the shares the participant generally recognizes as ordinary income the excess of the fair market value of the shares at the date of exercise over the exercise price stated in the award agreement. Any increase inre-nomination, balancing the value of continuity of service by existing members of the sharesboard with that of obtaining new skills, backgrounds and perspective, in light of our developing needs. If a vacancy exists, the committee solicits suggestions for director candidates from a number of sources, which can include other board members, management, and individuals personally known to members of the board.

Pursuant to our guidelines for selecting potential new board members, in selecting and evaluating persons to recommend to the board as nominees for director, the nominating and governance committee strives to select persons who have high integrity and relevant experience and who bring a diverse set of appropriate skills and backgrounds to the board. In this regard, the nominating and governance committee also gives consideration to matching the geographic base of candidates with the geographic coverage of the company, and to diversity on the board that reflects the community that we serve. The nominating and governance committee will also take into account whether a candidate satisfies the criteria for “independence” under Nasdaq’s listing standards. These factors are subject to change from time to time.

The nominating and governance committee also evaluates candidates for nomination to the board of directors who are recommended by shareholders. Shareholders who wish to recommend individuals for consideration by the nominating and governance committee to become nominees for election to the board may do so by submitting a written recommendation to Commerce Union’s Secretary at its executive offices. Submissions must include certain information relating to such person that would indicate such person’s qualification to serve on the board of directors, including that information set forth in Section 3.9 of our bylaws and such other information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934. The nominating and governance committee will consider recommendations received by a date not later than 120 days before the anniversary date of the mailing of our proxy materials in connection with the prior year’s annual meeting of stockholders for nomination at the next annual meeting. The nominating and governance committee will consider nominations received beyond that date at the annual meeting subsequent to exercisethe next annual meeting.

There is long or short-term capital gain to the participant depending on the participant’s holding period for the shares. However, if the sale is for a price less than the value of the shares on the date of exercise, the participant might recognize ordinary income only to the extent the sales price exceeded the option price. In either case, the company is entitled to a deduction to the extent of ordinary income recognized by the participant.

Nonqualified Stock Options. Generally, when a participant exercises a nonqualified stock option, the participant recognizes incomeno difference in the amount of the aggregate market price of the shares received upon exercise less the aggregate amount paid for those shares, and the company may deduct as an expense the amount of income so recognized by the participant. The holding period of the acquired shares begins upon the exercise of the option, and the participant’s basis in the shares is equal to the market price of the acquired shares on the date of exercise.

Restricted Stock. Under the Code, a participant generally will not recognize any income for federal income tax purposes at the time an award of restricted stock is made, nor will the company be entitled to a tax deduction at that time, unless the participant elects to recognize income at the time that award of restricted stock is made. If the participant does not make such election, the value of the common stock will be taxable to the participant as ordinary income in the yearmanner in which the Forfeiture Restrictions lapsenominating and governance committee evaluates candidates for membership on the board based on whether such candidate is recommended by a shareholder, the nominating and governance committee, a director or by any other source. No submission for board nominees by a shareholder was received by the company with respect to such sharesthe annual meeting.

The charter of stock. We have the right to deduct,nominating and governance committee is available on Reliant Bank’s website at www.reliantbank.com in connection with all awards, any taxes required by law to be withheldthe Investor Relations area. Effective April 1, 2015, the nominating and to require any payments required to enable it to satisfy our withholding obligations. We will generally be allowed an income tax deduction equalgovernance committee is comprised of James R. Kelley, the chairman, Homayoun (Homey) Aminmadani, Don Richard Sloan, and John Lewis (Buddy) Bourne. Each member of the committee is independent, as determined under the definition of independence set forth in Nasdaq’s rules and listing standards. During 2016, the nominating and governance committee met 2 times.

Compensation Committee

The compensation committee assists, advises, and makes recommendations to the ordinary income recognized byboard of directors on executive and director compensation matters, including evaluating and recommending to the participant atboard compensation and benefit plans for executives and directors of Commerce Union, as well as evaluating the timeperformance of such recognition.

19The compensation committee engaged an independent consultant, Matthews, Young and Associates, Inc. to review and provide recommendations regarding components of our executive compensation program throughout the year ended December 31, 2016. The compensation committee also may request others, including compensation consultants and legal counsel, to attend meetings or to provide relevant information to assist the committee in its work. In this connection, the compensation committee has the authority to retain compensation and benefits consultants and legal counsel used to assist the committee in fulfilling its responsibilities.

Additional Tax Matters. We mayIn retaining Matthews, Young as the Committee’s advisor, the Committee reviewed the factors described in the Dodd-Frank Act in evaluating the consultant’s independence status. The Committee’s review and findings include:

Plan Benefits

Because no awards have been granted under the 2015 Plan as of the date of this proxy statement and all awards will be granted at the discretionThe charter of the compensation committee it is available on Reliant Bank’s website at www.reliantbank.com in the Investor Relations area. The compensation committee is comprised of James (Jim) Gilbert Hodges, chairman, James (Jim) R. Kelley, Charles Trimble (Trim) Beasley, and Darrell S. Freeman, Sr. Each member of the committee is independent, as determined under the definition of independence set forth Nasdaq’s rules and listing standards. During 2016, the compensation committee met 4 times.

Committee Effectiveness Review

The Charters of the Audit, Nominating and Governance, and Compensation Committees require an annual review of committee effectiveness by the members of each committee. During 2016, consultants from Matthews, Young administered a confidential survey for each committee covering a range of factors including structure; number, duration, and effectiveness of meetings; and engagement and effectiveness of members. All members of each committee participated in the process. Consultants prepared reports of survey results that were reviewed committee chairs who, in turn, reviewed with their respective committee members.

Compensation Practices Review

On an annual basis the compensation committee reviews its compensation policies, plans and practices as required by the SEC. The focus of this review is to identify any risks arising from compensation policies, plans, or practices that are “reasonably likely to have a material adverse effect" on Commerce Union or its subsidiaries. In turn, the committee takes action as necessary to eliminate or mitigate such risks. This review covers executive officers as well as all employees.

During 2016, the compensation committee conducted the risk assessment of compensation and reviewed a comprehensive report on all variable compensation plans that offer cash or stock as bonus/incentive compensation. The committee found that Commerce Union’s compensation policies, plans, and practices do not possibleencourage unnecessary or unreasonable risk-taking and do not give rise to risks that are reasonably likely to have a material adverse effect on Commerce Union or its subsidiaries. Compensation plans are designed to balance the various elements of compensation (salaries, short-term bonus/incentives and long-term incentives) and, in turn, create a balanced focus on operating results, long-term performance, and the creation of shareholder value. Key plans related to executive officer cash incentives and all stock-based grants are administered by compensation committee and the board of directors.

Compensation Philosophy

Commerce Union’s overall executive compensation philosophy is to align its compensation program with optimizing shareholder value. To that end, the program is designed to recognize superior operating performance and to attract, retain and motivate the executive talent essential to the Company’s financial success. Consistent with this philosophy, the compensation committee is guided by the following objectives when administering the Company’s overall compensation program:

In furtherance of these objectives, the following considerations underlie the compensation committee’s determination with respect to the following principal elements of compensation for usthe named executive officers:

Base Salary – Individual salary determinations should be based upon the officer’s qualifications, behaviors, cultural adherence and performance.

Annual Cash Incentives – Executives should have a portion of their total cash compensation at risk, contingent upon meeting Company objectives.

Long-Term Equity-BasedAwards – Executives who are critical to the Company’s long-term success should participate in long-term incentive opportunities that link a portion of their total compensation to increasing shareholder value.

Retirement Plans and Other Benefits – Executives should participate in the Company’s benefit programs, such as health insurance, 401(k) plan, vacation and life insurance, at a level consistent with policy, prevailing law and current regulation.

Total compensation is intended to correlate to the Company’s ability to grow earning assets, which in turn enhances the Company’s growth in shareholder value. The compensation committee did not use competitive salary surveys to determine or measure the total compensation of the named executive officers. However, the Company’s compensation consultant has provided the committee with a report on market salary levels for the review of executive and discloseofficer salary review. A portion of each named executive officer’s total compensation consists of cash payments, including base salary and/or annual cash incentive awards.

Compensation of Directors and Executive Officers

Summary Compensation Table and Narrative for Fiscal Year 2016

Under rules established by the amountsSEC, Commerce Union is required to provide certain data and information regarding the compensation and benefits awarded to, earned by or paid to all persons who served as principal executive officer of awards that may be grantedthe Company during 2016 and the two other most highly compensated executive officers whose total compensation exceeded $100,000 (the “named executive officers”). The disclosure requirements include the use of tables and narrative discussion of any material factors necessary to an understanding of the information disclosed in the tables. The summary compensation table below sets forth certain elements of compensation for the named executive officers of Commerce Union and Reliant Bank for the periods indicated.

The following table shows the compensation Commerce Union earned by or paid for the years ended December 31, 2015 and 2016 to our Chairman and Chief Executive Officer and our two most highly compensated other executive officers as a whole, ifwho earned over $100,000 for the year ended 2016 (collectively, the “named executive officers”). For Messrs. Ard and Dellinger, the compensation detailed for fiscal year ended 2015 Plan is approved.below presents historical compensation information paid by legacy Reliant Bank prior to the merger.

Reasons for Authorization and Vote RequiredOutstanding Equity Awards at Fiscal Year-End

The 2015 Plan is being submitted to the shareholders for approval pursuant to Section 162(m) of the Code. If a quorum is present, the proposal will be approved iffollowing table shows the number of shares covered by both exercisable and non-exercisable options owned by the individuals named in the Summary Compensation Table as of December 31, 2016, as well as the related exercise prices and expiration dates. Options are granted pursuant to Commerce Union’s stock option plan.

Employment Agreements.

Effective April 1, 2015, upon the consummation of the merger between Commerce Union Bank and Legacy Reliant Bank, Mr. DeBerry, Mr. Ard and Mr. Dellinger entered into employment agreements with Commerce Union and/or Reliant Bank. Each of the employment agreements contains the following provisions, among others:

Severance on Termination by Employer without Cause. For termination of each executive officer by Commerce Union without cause, Commerce Union and/or Reliant Bank, as applicable, shall be required to pay a severance benefit equal to one times each such named executive officer’s annual base salary, payable over 12 months, and reimburse such executive officer for the reasonable cost of premium payments paid by the executive officer to continue then-existing health insurance coverage for 12 months.

Severance on Termination by Executive Officer with Cause. For termination for cause by an executive officer resulting from a (A) material reduction in duties or responsibilities, (B) a material reduction in such named executive officer’s salary, or (C) a change in the location of employment outside of a 75 mile radius from such named executive officer primary office, Commerce Union or Reliant Bank, as applicable, shall be required to pay a severance benefit equal to one times the executive officer’s annual base salary, payable over 12 months, and reimburse the executive officer for the reasonable cost of premium payments paid by the executive officer to continue then-existing health insurance coverage for 12 months.

Severance on Change of Control. If within 12 months following any change of control such named executive officer is terminated by Commerce Union and/or Reliant Bank (or their successor(s)), as applicable, without cause or the executive officer terminates for cause resulting from a (A) material reduction in duties or responsibilities, (B) a material reduction in the executive officer’s salary, or (C) a change in the location of employment outside of a 75-mile radius from the executive officer’s primary office, the executive officer shall receive as liquidated damages a severance payment equal to one times the executive officer’s annual base salary in one lump sum payment. Additionally, Commerce Union shall reimburse such named executive officer for the reasonable cost of premium payments paid by such named executive officer to continue then-existing health insurance coverage for 12 months.

DIRECTOR COMPENSATION

Following the merger and effective April 1, 2015, the board of directors adopted a new compensation structure for the board of directors of the post-merger organization. Non-employee members of the Commerce Union board of directors each receive an annual retainer of $12,000 for his or her service to the board and attendance at regular meetings and $1,000 for every board meeting attended in excess of six meetings per year. During 2016, each non-employee member of the Commerce Union board was granted 250 shares of restricted stock that would vest 12 months from the date of grant. Additionally, the chair of the nominating and governance committee receives an annual retainer of $4,000, the chair of the audit committee receives an annual retainer of $12,000, and the chair of the compensation committee receives an annual retainer of $4,000. Each of the other voting members of the nominating and governance committee receives an annual retainer of $3,000. Each of the other voting members of the audit committee receives an annual retainer of $6,000, and each of the other voting members of the compensation committee receives an annual retainer of $3,000 for his or her committee service. Non-employee members of the executive committee receive $500 for each meeting attended. Note, executive officers serving on the board or committees thereof are not compensated for board or committee service. Also included in the fees below are fees payable to Commerce Union board members that also serve on the board and committees thereof for our subsidiary bank, Reliant Bank. Non-employee board members of Reliant Bank receive an annual retainer of $8,000 and the chairman receives an annual retainer of $18,000. All members of the Reliant Bank board receive $500 for every board meeting attended in excess of 12 meetings per year. Additionally, the non-employee voting members of the Bank’s executive/loan committee receive an annual retainer of $4,000. The non-employee voting members of the Bank’s ALCO committee receive an annual retainer of $1,600, and the chair receives an annual retainer of $2,000. The non-employee voting members of the compliance committee of the Bank also receive an annual retainer of $1,600.

The following is a summary of the compensation payable by Commerce Union to its directors for the fiscal year ended 2016. Note that a portion of the fees included below were paid in the first quarter of 2017.

2017 Director Compensation

The board of directors will receive the same compensation in 2017 under the compensation plan that was approved subsequent to the merger, subject to adjustment as the board sees fit in conjunction with the advice of the compensation committee and its independent consultant.

Certain Relationships and Related Transactions

We make loans and enter into other transactions in the ordinary course of business with our directors and officers and their affiliates. It is our policy that these loans and other transactions substantially be on the same terms (including price or interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated parties. We do not expect these transactions to involve more than the normal risk of collectability nor present other unfavorable features to us. Loans to individual directors and officers must also comply with our lending policies and statutory lending limits, and directors with a personal interest in any loan application are excluded from the consideration of the loan application. Our policy is that all of our transactions with our affiliates will be on terms no less favorable to us than could be obtained from an unaffiliated third party and will be approved by a majority of disinterested directors or by our audit committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our executive officers and directors and persons who beneficially own more than 10% of our common stock voted in favorfile with the SEC certain reports, and furnish copies thereof to us, with respect to each such person’s beneficial ownership of our equity securities. Based solely upon a review of the matter exceed the number of shares of common stock voted against the matter. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcomecopies of the reports furnished to us and certain representations of these persons, all of these persons timely complied with the applicable reporting requirements except as follows: John R. Wilson reported his sale of 15,000 shares after the filing deadline.

PROPOSAL TWO

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The audit committee of our board of directors has selected Maggart & Associates, P.C. as independent registered public accountants to audit our consolidated financial statements for the fiscal year ending December 31, 2016. Maggart & Associates, P.C. has served as our independent registered public accountants since their appointment in 2006. A representative of Maggart & Associates, P.C. is expected to be present at the annual meeting, with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.

Audit and Non-Audit Fees

The following table presents the aggregate fees billed to Commerce Union for professional services rendered by Maggart & Associates for the fiscal years ended December 31, 2015 and December 31, 2016.

The charter of the audit committee provides that the duties and responsibilities of the audit committee include the pre-approval of all services that may be provided to Commerce Union by the independent accountants whether or not related to the audit. In fiscal years 2015 and 2016, these fees described above were approved by the audit committee.

our Board of Directors recommends that the shareholders vote on this matter.“FOR” the ratification of Maggart & Associates, P.C. as our independent registered public accountants for our fiscal year ending December 31, 2016.

OUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE APPROVAL OF THE COMMERCE UNION BANCSHARES, INC. 2015 EQUITY INCENTIVE PLAN.

OTHER MATTERS

We know of no other matters to be submitted to the shareholders at the annual meeting. If any other matters properly come before the annual meeting, it is the intention of the persons named in the enclosed proxy to vote the shares they represent as our board of directors may recommend, or, in the absence of a recommendation, as such persons deem advisable. Discretionary authority with respect to such matters is granted by execution of the enclosed proxy.

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS

FOR 20162017 ANNUAL MEETING

Shareholders who, in accordance with SEC Rule 14a-8, wish to present proposals for inclusion in our proxy statement and form of proxy for our next annual meeting must submit their proposals so that they are received by us at our principal executive offices, addressed to our Corporate Secretary, no later than December 30, 2015.27, 2017. Shareholder proposals not submitted for inclusion in next year’s proxy statement and form of proxy, but instead sought to be presented directly at our next annual meeting of shareholders, may be brought before the annual meeting so long as we receive notice of the proposal, addressed to the Corporate Secretary, at our principal executive offices, no later than January 29, 2016.February 18, 2018. If received after such date, such proposals will be considered untimely. Unless we receive notice in the manner and by the dates specified above, the proxy holders shall have discretionary authority to vote for or against any such proposal presented at our next annual meeting of shareholders.

ANNUAL REPORT

A copy of our annual report for our fiscal year ended December 31, 20142016 has been mailed concurrently with this proxy statement to all shareholders entitled to notice of and to vote at the annual meeting. The annual report is not incorporated into this proxy statement and is not considered proxy solicitation material.

FORM 10-K

We filed an annual report on Form 10-K with the SEC on March 31, 2015.14, 2017. Shareholders may obtain a copy of our annual report, including any amendments thereto, without charge, by writing to our Corporate Secretary at our principal executive offices, located at 1736 Carothers Parkway, Suite 100, Brentwood, Tennessee 37027.

20

APPENDIX A

Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan

Appendix A

2015 Equity Incentive Plan

This plan shall be known as the “Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan” (the “Plan”). The purpose of the Plan is to promote the interests of Commerce Union Bancshares, Inc., a Tennessee corporation (the “Company”) and its shareholders by (i) attracting and retaining Associates of the Company and its Subsidiaries and Affiliates; (ii) motivating these individuals by means of performance-related incentives to achieve long-range performance goals; (iii) enabling these individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by Associates; and (v) linking their compensation to the long-term interests of the Company and its shareholders. In addition, a secondary purpose of the Plan is to compensate directors of the Company and its Subsidiaries and Affiliates for their service as members of the various boards of directors through grants of non-qualified options and/or restricted stock as more fully set out herein.

As used in the Plan, the following terms shall have the meanings set forth below:

Appendix A - 1

Appendix A - 2

Appendix A - 3

3.1Authority of Committee. The Plan shall be administered by the Committee which shall be appointed by and serve at the pleasure of the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorization conferred on the Committee by the Plan, the Committee shall have full power and authority in its discretion to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with Awards; (iv) determine the timing, terms and conditions of any Awards; (v) determine whether, to what extent, and under what circumstances Awards may be settled in cash, Shares, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under the Plan; (viii) except to the extent prohibited bySection 6.2 hereof, amend or modify the terms of any Award at or after grant with the consent of the holder of the Award; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (x) amend the Plan in any respect the Committee deems necessary or advisable in order to bring any Awards granted under the Plan into compliance with Section 409A of the Code, or to otherwise ensure that such Awards are exempt from the requirements of Section 409A of the Code; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan or as otherwise set forth in this Plan, subject to the authority of the Board underSection 13 hereunder to otherwise amend or terminate the Plan. Notwithstanding the provisions ofSection 6.2 hereof and except as permitted by the provisions ofSection 4.2 andSection 13 hereof, the Committee shall not have the power to (i) amend the terms of previously granted Options to reduce the Option Price of such Options; (ii) cancel such Options and grant substitute Options with a lower Option Price than the cancelled Options; (iii) grant Options at an Option Price less than the Stock Price at date of grant; or (iv) grant Options which are automatic replacements of exercised Options.

3.2Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, and Subsidiary or Affiliate, any Participant and any holder or beneficiary of any Award.

3.3Action by the Committee. The Committee shall select one of its members as its chairperson and shall hold it meetings at such times and places and in such manner as it may determine. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by not less than a majority of its members. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority vote at a meeting duly called and held. The exercise of an Option or receipt of an Award shall be effective only if an Award Agreement shall have been duly executed and delivered on behalf of the Company following the grant of the Option or other Award. The Committee may appoint a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable.

3.4No Liability. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

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4.1Shares Available. Subject to the provisions ofSection 4.2 hereof, the stock to be subject to Awards under the Plan shall be the Shares of the Company and the maximum number of Shares with respect to which Awards may be granted under the Plan shall be900,000, of which the aggregate maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options shall be900,000, all of which may relate to the exercise of Incentive Stock Options. If, after the effective date of the Plan any Shares covered by an Award granted under this Plan, or to which such Award relates, are forfeited, or if such an Award is settled for cash or otherwise terminates, expires unexercised or is canceled without the delivery of Shares, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such settlement, forfeiture, termination, expiration or cancellation, shall again become Shares with respect to which Awards may be granted. In the event that any Option or other Award granted hereunder is exercised through the delivery of Shares or in the event that withholding tax liabilities arising from such Award are satisfied by the withholding of Shares by the Company, the number of Shares available for Awards under the Plan shall be increased by the number of Shares so surrendered or withheld. Notwithstanding the foregoing and subject to adjustment as provided inSection 4.2 hereof, no Participant may receive Options or other Awards under the Plan in any calendar year that relate to more than90,000 Shares.

4.2Adjustments. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee, in its sole discretion, to be appropriate, then the Committee shall, in such manner as it may deem equitable (and, with respect to Incentive Stock Options, in such manner as is consistent with Section 422 of the Code and the regulations thereunder): (i) adjust any or all of (1) the aggregate number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan; (2) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards under the Plan; and (3) the grant or exercise price with respect to any Award shall always be a whole number; (ii) if deemed appropriate, provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) if deemed appropriate, make provision for a cash payment to the holder of the outstanding Award. Notwithstanding the foregoing, in no event shall any adjustment described above be made if the effect of such adjustment would be to cause the Plan in any respect to be a plan providing for the deferral of compensation with the meaning of the Treasury Regulations under Section 409A.

4.3Substitute Awards. Any Shares issued by the Company as Substitute Awards in connection with the assumption or substitution of outstanding grants from any acquired corporation shall not reduce the Shares available for Awards under the Plan.

4.4Sources of Shares Deliverable under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of issued Shares which have been reacquired by the Company.

Any Associate and any Director shall be eligible to be designated a Participant.

6.1Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Options shall be granted, the number of Shares, if any, subject to each Award, and the conditions and limitations applicable to the exercise of each Option. The Committee shall have the authority to grant Incentive Stock Options or to grant Non-Qualified Stock Options, or to grant both types of Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. All Options shall be separately

Appendix A - 5

designated Incentive Stock Options or Non-Qualified Stock Options. If an Option is not specifically designated as an Incentive Stock Option, then the option shall be a Non-Qualified Stock Option. Incentive Stock Options may be granted only to employees of the Company or a parent corporation or subsidiary corporation thereof (as such terms are defined in Sections 424(e) and (f) of the Code). Non-Qualified Stock Options may only be granted if the Shares underlying such Option are treated as “service recipient stock” under Section 409A of the Code. Further, Non-Qualified Stock Options may be granted to Associates and directors, provided, however, that Non-Qualified Stock Options may not be granted to Associates or directors who are providing continuous services only to any “parent” of the Company as such term is defined in Rule 405 promulgated under the Securities Act, unless the Shares underlying such Option are treated as “service recipient stock” under Section 409A of the Code. A Person who has been granted an Option under this Plan may be granted additional Options under the Plan if the Committee shall so determine;provided, however, that to extent the aggregate Fair Market Value (determined at the time the Incentive Stock Option related thereto is granted) of the Shares with respect to which all Incentive Stock Options are exercisable for the first time by an Employee during any calendar year (under all plans described in subsection (d) of Section 422 of Code of the Employee’s employer corporation and its parent and Subsidiaries) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options.

6.2Price. The Committee in its sole discretion shall establish the Option Price at the time each Option is granted which price shall be set forth in an Award Agreement. Except in the case of a Substitute Award granted in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code, the Option Price of an Option may not be less than 100% of the Fair Market Value of the Shares with respect to which the Option is granted on the date of grant of such Option.

6.3.Term. Subject to the Committee’s authority underSection 3.1 hereof and the provisions ofSection 6.5 hereof, each Option and all rights and obligations thereunder shall expire on the date determined by the Committee and specified in the Award Agreement. The Committee shall be under no obligation to provide terms of like duration for Options granted under the Plan. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of ten (10) years from the date such Option was granted.

6.4Exercise.

6.5Ten Percent Stock Rule. Notwithstanding any other provisions of the Plan, if at any time an Option is otherwise to be granted pursuant to the Plan, the optionee owns directly or indirectly (within the meaning of Section 422(d) of the Code) Shares of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of Stock of the Company or its parent or any Subsidiary or affiliate (within the meaning of Section 422(b)(6) of the Code), then any Incentive Stock Option to be granted to such optionee pursuant to the Plan shall satisfy the requirement of Section 422(c)(5) of the Code, and the Option Price shall not be less than 110% of the Fair Market Value of the Shares of the Company, and such Option by its terms shall not be exercisable after the expiration of five (5) years form the date such Option is granted.

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7.1Grant.

7.2.Delivery of Shares and Transfer Restrictions. At the time of a Restricted Share Award, a certificate representing the number of Shares awarded thereunder shall be registered in the name of the grantee. Such certificate shall be held by the Company or any custodian appointed by the Company for the account of the grantee subject to the terms and condition of the Plan, and shall bear such a legend setting for the restrictions imposed thereon as the Committee, in its discretion, may determine. The grantee shall have all rights of a shareholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions: (i) the grantee shall not be entitled to delivery of the stock certificate until the expiration of the restricted period and the fulfillment of any other restrictive conditions set forth in the Award Agreement with respect to such Shares; (ii) none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such restricted period or until after the fulfillment of any such other restrictive conditions; and (iii) except as otherwise determined by the Committee at or after grant, all of the Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligation on the part of the Company, upon a Termination of Service and unless any other restrictive conditions relating to the Restricted Share Awards are met. Any Shares, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Shares subject to Restricted Share Awards shall be subject to the same restrictions, terms and conditions as such Restricted Shares.

7.3Termination of Restrictions. At the end of the restricted period and provided that any other restrictive conditions of the Restricted Share Award are met, or at such time as otherwise determined by the Committee, all restrictions set forth in the Award Agreement related to the Restricted Share Award or in the Plan shall lapse as to the Restricted Shares subject thereto, and a stock certificate for the appropriate number of Shares, free of the restrictions and restricted stock legend, shall be delivered to the Participant or the Participant’s beneficiary or estate as the case may be.

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8.1Grant. The Committee shall have the sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is (i) denominated in cash or Shares; (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish; and (iii) payable at such time and in such form as the Committee shall determine. Performance Awards shall include, but are not limited to, Performance Shares. All Performance Awards shall be subject to the terms and provisions ofSection 10 hereof.

8.2Terms and Conditions. Subject to the terms of the Plan and applicable Award Agreement, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award, and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may amend specific provisions of the Performance Award; provided, however, that such amendment may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the amendment.

8.3Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with the procedures established by the Committee on a deferred basis. A Participant’s rights to any Performance Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of in any manner, except by will or the laws of descent and distribution, and/or except as the Committee may determine at or after grant.

8.4Performance Shares.

The Committee shall have the authority to determine the Participants who shall receive an Other Stock-Based Award, which shall consist of any right that is (i) not an Award described inSections 6, 7 and 8 above and (ii) an Award of Shares of an Award denominated or payable in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as determined by the Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other Stock-Based Award.

10.1 Notwithstanding anything in the Plan to the contrary, Performance Awards shall be subject to the terms and conditions of thisSection 10.

10.2 The Committee may grant Performance Awards to Covered Officers based solely upon the attainment of performance targets related to one or more performance goals selected by the Committee from among the goals specified below. For the purposes of thisSection 10, performance goals shall be limited to one or more of the following Company, Subsidiary, Affiliate, operating unit or division financial performance measures:

Appendix A - 8

or any combination thereof. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any Subsidiary, Affiliates, operating unit or division of the Company, and/or the past or current performance of other companies and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or Shares outstanding, or to assets or net assets. The Committee may, in its discretion, waive all or any part of the restrictions applicable to any or all outstanding Performance Awards, including Performance Share Awards.

10.3 With respect to any Covered Officer, the maximum number of Shares in respect of which all Performance Awards may be granted underSection 8 hereof in each year of the performance period is90,000 Shares and the maximum amount of any Award settled in cash shall not exceed$200,000 in each year of the performance period.

10.4 To the extent necessary to comply with Section 162(m) of the Code, with respect to grants of Performance Awards, including Performance Share Awards, no later than 90 days following the commencement of each performance period (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (i) select the performance goals or goals applicable to the performance period; (ii) establish the various targets and bonus amount which may be earned for such performance period; and (iii) specify the relationship between performance goal and targets and the amounts to be earned by each Covered Officer for such performance period. Following the completion of each performance period, the Committee shall certify in writing whether the applicable performance targets have been achieved and the amounts, if any, payable to Covered Officers for such performance period. In determining the amount earned by a Covered Officer for a given performance period, subject to any applicable Award Agreement, the Committee shall have the right to reduce (but not increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the performance period.

The Committee shall have the full power and authority to determine the terms and conditions that shall apply to any Award upon a Termination of Service, and may provide such terms and conditions in the Award Agreement or in such rules and regulations as it may prescribe.

Upon a Change in Control, the Committee shall take one or more of the following actions with respect to Awards as the Committee may determine in its sole discretion:

Appendix A - 9

The Committee need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants.

13.1Amendments to the Plan. Except as otherwise set forth inSection 3.1,Section 14.17, or elsewhere in this Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time, provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to comply, which tax or regulatory requirement requires Shareholder approval.

13.2Amendments to Awards. Subject to the restrictions ofSections 3.1, 6.2 and 14.17 hereof, the Committee may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

13.3Adjustments of Awards upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described inSection 4.2 hereof) affecting the Company, any Subsidiary or Affiliate, or the financial statements of the Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

14.1Limited Transferability of Awards. Except as otherwise provided in the Plan, no Award shall be assigned, alienated, pledge, attached, sold or otherwise transferred or encumbered by a Participant, except (i) by will or the laws of descent and distribution; (ii) to a Permitted Transferee; and/or (iii) as may be provided by the Committee in its discretion, at or after grant in the Award Agreement; provided, however, that an Incentive Stock Option shall not be assigned, alienated, pledge, attached, sold or otherwise transferred or encumbered by a Participant except by will or the laws of descent and distribution. In the event than an Incentive Stock Option is subject to involuntary transfer, as a result of a domestic relations order or otherwise, such Option shall immediately be deemed to be a Non-Qualified Stock Option as a result of such transfer. No transfer of an Award by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer. A Permitted

Appendix A - 10

Transferee may not transfer an Award other than by will or the laws of descent and distribution. For purposes of this Plan “Permitted Transferee” means the Participant’s Immediate Family, a Permitted Trust or a partnership of which the only partners are members of the Participant’s Immediate Family. For purposes of this Plan, “Immediate Family” means the Participant’s children and grandchildren, including adopted children and grandchildren, stepchildren, parents, stepparents, grandparent, spouse, siblings (including half-brothers and half-sisters), father-in-law, mother-in-law, daughters-in-law, and sons-in-law. For purposes of this Plan, a “Permitted Trust” means a trust solely for the benefit of the Participant or Participant’s Immediate Family.

14.2.Dividend Equivalents. In the sole discretion of the Committee, an Award may provide the Participant with dividends or dividend equivalent, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividends or dividend equivalents which are not paid currently may, in the Committee’s discretion, accrue interest, be reinvested into additional Shares, or in the case of dividends or dividend equivalents credited in connection with Performance Awards, be credited as additional Performance Awards and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award. The total number of Shares available for grant underSection 4 hereof shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares or credited as Performance Awards.

14.3No Rights to Awards. No Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each Participant.

14.4.Share Certificates. All certificates for Shares or other securities of the Company or any Subsidiary or Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the SEC or any state securities commission or regulatory authority, any stock exchange or other market upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions; provided, however, that in the Company’s discretion, there shall be no requirement to issue physical certificates if the Company’s stock is maintained in a book-entry system by a transfer agent.

14.5.Withholding. A Participant may be required to pay to the Company or any Subsidiary or Affiliate, and the Company or any Subsidiary or Affiliate shall have the right, and is hereby authorized to, withhold from any award, from any payment due or transfer made under any Award or under the Plan, or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding or other taxes in respect to an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee may provide for additional cash payments to holders of Options to defray or offset any tax arising from the grant, vesting, exercise or payment of any Award;provided however, the Participant may elect to satisfy any such withholding in either cash or shares of Company common stock.

14.6.Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement that shall be delivered to the Participant and may specify the terms and conditions of the award and any rules applicable thereto. In the event of a conflict between the terms of the Plan and any Award Agreement, the terms of the Plan shall prevail.

14.7No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, stock appreciate rights, Restricted Shares, restricted share units, Performance Shares, performance units, Other Stock-Based Awards, or other types of Awards provided for hereunder.

14.8No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employment of the Company or any Subsidiary or Affiliate. Further, the Company or a Subsidiary or Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in an Award Agreement.

14.9No Right to Serve as Director. The grant of an Award shall not be construed as giving a Participant the right to be retained as a Director of the Company, a Subsidiary or Affiliate unless otherwise expressly provided in an Award Agreement.

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14.10No Rights as Shareholder. Subject to the provisions of the Plan and applicable Award Agreement, no Participant or holder or beneficiary of any Award shall have any right as a shareholder with respect to any Shares to be distributed under the Plan until such Person has become a holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Shares hereunder, the applicable Award Agreement shall specify if and to what extent the Participant shall not be entitled to the rights of a shareholder in respect of such Restricted Share.

14.11Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreements shall be determined in accordance with the statutory laws and procedural provisions of the State of Tennessee without giving effect to conflicts of laws principles.

14.12Severability. If any provision of the Plan or any Award is, or becomes, or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder o he Plan and any such Award shall remain in full force and effect.

14.13Other Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation (including applicable non-U.S. laws or regulations) or entitle the Company to recover the same under Exchange Act Section 16(b), and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary.

14.14No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company, any Subsidiary or Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary or Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary or Affiliate.

14.15No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.

14.16Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision hereof.

14.17Compliance with 409A. To the extent that the Committee determines that any Award granted hereunder is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code. To the extent that the Committee determines that a Participant would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A of the Code as a result of any provision of any Award granted under this Plan, such provision shall be deemed amended to the minimum extent necessary, to avoid application of such additional tax. The nature of such amendment shall be determined by the Committee. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the Shares are publicly traded and a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount shall be made upon a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) before a date that is six (6) months following the date of such separation from service, or, if earlier, the date of the Participant’s death. Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Participant for any tax, interest or penalties such Participant might owe as a result of the grant, holding, vesting, expansion or payment of any Award under the Plan.

Appendix A - 12

14.18Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring an Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring an Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Award. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the Shares upon the exercise or acquisition of an Award have been registered under a then currently effective registration statement under the Exchange Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Shares.

14.19Sections 280G and 162(m) of The Code. Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Participant with the Company or any Affiliate, except an agreement, contract or understanding hereafter entered into that expressly modifies or excludes application of this paragraph (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Participant (including groups or classes of participants or beneficiaries of which the Participant is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Participant (a “Benefit Arrangement”), if the Participant is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Award held by that Participant and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Participant under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Participant under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Participant from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Participant without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Participant under any Other Agreement or any Benefit Arrangement would cause the Participant to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence, then the Participant shall have the right, in the Participant’s sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Participant under this Plan be deemed to be a Parachute Payment; provided, however, that in order to comply with Section 409A of the Code, the reduction or elimination will be performed in the order in which each dollar of value subject to an Award reduces the Parachute Payment to the greatest extent. Further, notwithstanding any other provision of this Plan, no Awards may be issued to any covered employee (as defined in Section 162(m) of the Code) at any time at which Section 162(m) of the Code is applicable to the Company if the effect of such Award would be to cause any portion of the Award or any amounts payable to such covered employee under such Other Agreement or Benefit Arrangements to be nondeductible by the Company as a result of the application of Section 162(m) of the Code.

14.20Regulatory Restrictions. Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Participant with the Company or any Affiliate, all Awards granted hereunder shall be subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R. Part 359, as such laws and regulations may be amended from time to time, and the obligations of the Company and Participants under the Plan are generally subject to such conditions, restrictions, and limitations as may be imposed from time to time by applicable state and/or federal banking laws, rules, regulations and orders.

15.1Effective Date. The Plan shall be effective as of June 18, 2015, provided it has been approved by the Board and by the Company’s shareholders.

Appendix A - 13

15.2Expiration Date. No new Awards shall be granted under the Plan after the tenth (10^th) anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the Committee to alter, amend, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after the tenth (10^th) anniversary of the Effective Date.

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COMMERCE UNION BANCSHARES, INC.

Proxy for Annual Meeting of Shareholders

to be held June 18, 2015

This proxy is being solicited on behalf of the board of directors

By signing on the reverse side, you appoint DeVan D. Ard, Jr. and William R. DeBerry to be your proxies. This appointment applies to each of them separately and allows them to appoint substitutes as needed. You are empowering them to vote all of your shares of common stock of Commerce Union Bancshares, Inc. at the annual meeting of the company’s shareholders, which will be held on June 18, 2015, beginning at 5:00 p.m. local time, and at any adjournment or postponement of the meeting.

(Continued and to be signed on the reverse side.)

ANNUAL MEETING OF SHAREHOLDERS OF

COMMERCE UNION BANCSHARES, INC.

June 18, 2015

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Please sign, date and mail

your proxy card in the

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i Please detach along perforated line and mail in the envelope provided.i