Customers Bancorp, Inc. Sample Contracts

At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • August 11th, 2016 • Customers Bancorp, Inc. • State commercial banks • New York

Customers Bancorp, Inc., a Pennsylvania corporation (the "Company"), confirms its agreement (this "Agreement"), with FBR Capital Markets & Co. ("FBR"), Keefe, Bruyette & Woods, Inc. ("KBW") and Maxim Group LLC ("Maxim", each of FBR, KBW and Maxim, individually a "Distribution Agent", collectively, the "Distribution Agents") as follows:

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Underwriting Agreement
Underwriting Agreement • September 12th, 2016 • Customers Bancorp, Inc. • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 6th, 2020 • Customers Bancorp, Inc. • State commercial banks • New York

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 6, 2020 by and among (i) Megalith Financial Acquisition Corp, a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Company Stockholder”), and (iv) BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”). The Purchaser, Merger Sub, the Company Stockholder and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

CUSTOMERS BANCORP, INC. Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2016 • Customers Bancorp, Inc. • State commercial banks • Virginia

Customers Bancorp, Inc., a Pennsylvania corporation (the "Company"), confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the "Underwriters"), for whom FBR Capital Markets & Co. and Keefe, Bruyette & Woods, Inc. are acting as representatives (in such capacity, the "Representatives"), with respect to (i) the sale by the Company of 2,100,000 shares (the "Initial Shares") of Common Stock, par value $1.00 per share, of the Company (the "Common Stock") in the number of shares set forth opposite the name of the Company in Schedule I hereto, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule II hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 315,000 additional shares of Common Stock to cover over-allotments (the "Option Shares"), if any, from the Company in the n

Customers Bancorp, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • August 6th, 2021 • Customers Bancorp, Inc. • State commercial banks • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2020 • Customers Bancorp, Inc. • State commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020 by and between (i) Megalith Financial Acquisition Corp., a Delaware corporation (“Purchaser”), and (ii) Customers Bank, a Pennsylvania state-chartered bank (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 17th, 2012 • Customers Bancorp, Inc. • State commercial banks • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 14, 2012, by and among Customers Bancorp, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2020 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania

THIS AGREEMENT, made as of January 22, 2020 (“Effective Date”), is by and between CUSTOMERS BANCORP, INC., a Pennsylvania corporation, with its main office located at 1015 Penn Avenue, Wyomissing, PA 19610 (“Company”) and Samvir Sidhu (“Executive”).

3.95% Senior Notes due June 30, 2022 Underwriting Agreement
Underwriting Agreement • June 30th, 2017 • Customers Bancorp, Inc. • State commercial banks • New York
EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2016 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania

THIS AGREEMENT, made as of August 5, 2013(“Effective Date”), is by and between CUSTOMERS BANCORP, INC. , a Pennsylvania bank with its main office located at 1015 Penn Avenue, Wyomissing, PA 19610 (“Bank”) and Robert Wahlman (“Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2016 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania

THIS AGREEMENT, made as of this 30th day of December, 2016, is by and between CUSTOMERS BANCORP, INC. ("Company") and JAY S. SIDHU ("Executive").

FORM OF LOCK-UP AGREEMENT
Lock-Up Agreement • August 6th, 2020 • Customers Bancorp, Inc. • State commercial banks • New York

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, by and between (i) Megalith Financial Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “BM Technologies, Inc.” (including any successor entity thereto, the “Purchaser”), and (ii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 17th, 2012 • Customers Bancorp, Inc. • State commercial banks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 14, 2012, by and among Customers Bancorp, Inc., a Pennsylvania corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 26th, 2016 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), made as of December 22, 2012 is by and among CUSTOMERS BANCORP, INC., a Pennsylvania bank (“Bank”), and an individual (“Executive”).

UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 September 16, 2011
Letter Agreement • September 22nd, 2011 • Customers Bancorp, Inc. • State commercial banks • New York

WHEREAS, the United States Department of the Treasury (the "Investor") may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program ("CPP");

Customers Bancorp, Inc. 4.50% Senior Notes due September 25, 2024 Underwriting Agreement
Underwriting Agreement • September 25th, 2019 • Customers Bancorp, Inc. • State commercial banks • New York

This term sheet relates only to the securities described below and supplements and should be read together with the preliminary prospectus supplement dated September 20, 2019 and the accompanying prospectus (including the documents incorporated by reference therein) relating to those securities. Capitalized terms used in this term sheet but not defined have the meanings given to them in such preliminary prospectus supplement.

Underwriting Agreement
Underwriting Agreement • January 25th, 2016 • Customers Bancorp, Inc. • State commercial banks • New York

Customers Bancorp, Inc., a Pennsylvania corporation (the "Company"), proposes, subject to the terms and conditions of this underwriting agreement (this "Agreement"), to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you, UBS Securities LLC and Morgan Stanley & Co. LLC, are acting as representatives (the "Representatives"), an aggregate of 1,000,000 shares (the "Securities") of the Company's Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D. The terms of the Securities will be set forth in the Statement with Respect to Shares to be filed by the Company with the Department of State of the Commonwealth of Pennsylvania.

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 3rd, 2020 • Customers Bancorp, Inc. • State commercial banks • New York

This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of November 2, 2020 by and among (i) Megalith Financial Acquisition Corp, a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Company Stockholder”), (iv) BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and Customers Bancorp, a Pennsylvania corporation (“CUBI”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

VOTING AND LOCK-UP AGREEMENT
Voting and Lock-Up Agreement • August 10th, 2012 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania

This VOTING AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2012 by and among Customers Bancorp, Inc., a Pennsylvania corporation (the “Customers”), and the person whose name appears on the signature page hereto as a Stockholder (the “Stockholder”) of the CMS Bancorp, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement (as defined below), shall have the respective meanings ascribed to them in the Merger Agreement.

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AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 10, 2012 BY AND BETWEEN CMS BANCORP, INC. AND CUSTOMERS BANCORP, INC.
Merger Agreement • August 10th, 2012 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2012 (this “Agreement”), is by and between CMS Bancorp, Inc. (“CMS”), a Delaware corporation, and Customers Bancorp, Inc. (“Customers”), a Pennsylvania corporation.

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2016 • Customers Bancorp, Inc. • State commercial banks • Rhode Island

THIS AGREEMENT, made as of March l, 2014 ("Effective Date"), is by and between CUSTOMERS BANCORP, INC. , a Pennsylvania bank with its main office located at 1015 Penn Avenue, Wyomissing, PA 19610 ("Bank") and Steven Issa ("Executive").

MFA Investor Holdings LLC 535 5th Avenue, 29th Floor
Sponsor Share Letter • August 6th, 2020 • Customers Bancorp, Inc. • State commercial banks

Reference is hereby made to that certain Agreement and Plan of Merger Agreement, dated as of August 6, 2020 (as it may be amended, the “Merger Agreement”) by and among Megalith Acquisition Corp., a Delaware corporation (including any successor thereto, “Purchaser”), MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (“CUBI”). Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Merger Agreement.

TERMINATION AND NON-RENEWAL AGREEMENT
Termination and Non-Renewal Agreement • April 10th, 2013 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania

This Termination and Non-Renewal Agreement (this “Agreement”) is entered into as of April 4, 2013 by and among Customers Bancorp, Inc., a Pennsylvania corporation (“Buyer”), on the one hand, and Acacia Life Insurance Company, a District of Columbia life insurance company (“Acacia Life”), and Ameritas Life Insurance Corp., a Nebraska corporation (“Ameritas Life”), on the other hand. Acacia Life and Ameritas Life are referred to herein collectively as the “Sellers” and individually as a “Seller”.

SEVENTH AMENDMENT TO PRIVATE LABEL BANKING PROGRAM AGREEMENT – [***]/[***]
Private Label Banking Program Agreement • March 1st, 2019 • Customers Bancorp, Inc. • State commercial banks

This SEVENTH AMENDMENT TO THE PRIVATE LABEL BANKING PROGRAM AGREEMENT, dated as of September ___, 2018 (the “Seventh Amendment Effective Date”), is by and between T-MOBILE USA, INC., a corporation organized and existing under the laws of Delaware, with offices located at 12920 SE 38th Street, Bellevue, Washington 98006-1250 (“Company”), and CUSTOMERS BANK, a Pennsylvania state-chartered banking institution with a mailing address of 99 Bridge Street, Phoenixville, Pennsylvania 19460 (“Bank”), and amends the Agreement (as defined below) (this “Seventh Amendment”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

ASSET PURCHASE AGREEMENT among HIGHER ONE, INC., HIGHER ONE HOLDINGS, INC., CUSTOMERS BANK and CUSTOMERS BANCORP, INC. dated as of December 15, 2015
Asset Purchase Agreement • February 26th, 2016 • Customers Bancorp, Inc. • State commercial banks • New York
PRIVATE LABEL BANKING PROGRAM AGREEMENT
Private Label Banking Program Agreement • March 1st, 2019 • Customers Bancorp, Inc. • State commercial banks

AGREEMENT, dated as of September 28, 2018 (the “Ninth Amendment Effective Date”), is by and between T-MOBILE USA, INC., a corporation organized and existing under the laws of Delaware, with offices located at 12920 SE 38th Street, Bellevue, Washington 98006-1250 (“Company”), and CUSTOMERS BANK, a Pennsylvania state-chartered banking institution with a mailing address of 99 Bridge Street, Phoenixville, Pennsylvania 19460 (“Bank”), and amends the Agreement (as defined below) (this “Ninth Amendment”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

PRIVATE LABEL BANKING PROGRAM AGREEMENT
Private Label Banking Program Agreement • April 24th, 2019 • Customers Bancorp, Inc. • State commercial banks

AGREEMENT, dated as of December 1, 2018 (the "Fourth Amendment Effective Date"), is by and between T-MOBILE USA, INC., a corporation organized and existing under the laws of Delaware, with offices located at 12920 SE 38th Street, Bellevue, Washington 98006-1250 ("Company"), and CUSTOMERS BANK, a Pennsylvania state-chartered banking institution with a mailing address of 99 Bridge Street, Phoenixville, Pennsylvania 19460 ("Bank"), and amends the Agreement (as defined below) (this "Fourth Amendment"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

SEVENTH AMENDMENT TO PRIVATE LABEL BANKING PROGRAM AGREEMENT – [***]/[***]
Private Label Banking Program Agreement • April 24th, 2019 • Customers Bancorp, Inc. • State commercial banks

This SEVENTH AMENDMENT TO THE PRIVATE LABEL BANKING PROGRAM AGREEMENT, dated as of September ___, 2018 (the “Seventh Amendment Effective Date”), is by and between T-MOBILE USA, INC., a corporation organized and existing under the laws of Delaware, with offices located at 12920 SE 38th Street, Bellevue, Washington 98006-1250 (“Company”), and CUSTOMERS BANK, a Pennsylvania state-chartered banking institution with a mailing address of 99 Bridge Street, Phoenixville, Pennsylvania 19460 (“Bank”), and amends the Agreement (as defined below) (this “Seventh Amendment”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

STOCK OPTION AGREEMENT (Non-Qualified Option - Immediate Vesting – Director or Employee) THIS AGREEMENT GRANTS A NON-QUALIFIED STOCK OPTION (“NQO”)
Stock Option Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc.

In view of your substantial contributions toward the achievement of the business goals and objectives of NEW CENTURY BANK (the "Bank") and the expectation of your future contributions, the Board of Directors of the Bank is pleased to award you an option to purchase shares of the Common Stock of the Bank pursuant to the 2004 Incentive Equity and Deferred Compensation Plan of New Century Bank (the "Plan"). This is the stock option agreement between you and the Bank. The option awarded to you is subject to the following terms.

PRIVATE LABEL BANKING PROGRAM AGREEMENT
Private Label Banking Program Agreement • March 1st, 2019 • Customers Bancorp, Inc. • State commercial banks

AGREEMENT, dated as of August 16, 2018, (the “Fifth Amendment Effective Date”) is by and between T-MOBILE USA, INC., a corporation organized and existing under the laws of Delaware, with offices located at 12920 SE 38th Street, Bellevue, Washington 98006-1250 (“Company”), and CUSTOMERS BANK, a Pennsylvania state-chartered banking institution with a mailing address of 99 Bridge Street, Phoenixville, Pennsylvania 19460 (“Bank”), and amends the Agreement (as defined below) (this “Fifth Amendment”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

THIRD AMENDMENT TO PRIVATE LABEL BANKING PROGRAM AGREEMENT
Private Label Banking Program Agreement • March 1st, 2019 • Customers Bancorp, Inc. • State commercial banks

AGREEMENT, dated as of December 21, 2017 (the “Third Amendment Effective Date”), is by and between T-MOBILE USA, INC., a corporation organized and existing under the laws of Delaware, with offices located at 12920 SE 38th Street, Bellevue, Washington 98006-1250 (“Company”), and CUSTOMERS BANK, a Pennsylvania state-chartered banking institution with a mailing address of 99 Bridge Street, Phoenixville, Pennsylvania 19460 (“Bank”), and amends the Agreement (as defined below) (this “Third Amendment”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 4th, 2013 • Customers Bancorp, Inc. • State commercial banks

This Amendment to the Stock Purchase Agreement dated as of June 20, 2012 (the “Agreement”) by and among Customers Bancorp, Inc., a Pennsylvania corporation (“Buyer”), on the one hand, and Acacia Life Insurance Company, a District of Columbia life insurance company (“Acacia Life”), and Ameritas Life Insurance Corp., a Nebraska corporation (“Ameritas Life” and collectively with Acacia Life, “Sellers”), on the other hand, is made and entered into as of February 28, 2013.

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