Finwise Bancorp Sample Contracts

●] Shares FinWise Bancorp Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • August 4th, 2021 • Finwise Bancorp • State commercial banks • New York

FinWise Bancorp, a Utah corporation (the “Company”), FinWise Bank, a Utah state chartered bank (the “Bank”), and the person listed in Schedule B hereto (the “Selling Shareholder”), confirm their respective agreements with Piper Sandler & Co. (“PSC”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom PSC is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the Selling Shareholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [●] shares of common stock of the Company, par value $0.001 per share (“Common Stock”), in the respective amounts set forth in Schedule A and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b)

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ALL WEST BANCORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks • Utah

Unless otherwise defined herein, the terms defined in the 2016 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

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Non-qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • February 4th, 2022 • Finwise Bancorp • State commercial banks • Utah

This Stock Option Agreement (this “Agreement”) is made and entered into as of January 1, 2021 by and between All West Bancorp, a Utah corporation, (the “Company”) and Javvis Jacobson (the “Executive”).

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ALL WEST BANCORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks • Utah

Unless otherwise defined herein, the terms defined in the 2019 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 16th, 2022 • Finwise Bancorp • State commercial banks

THIS AMENDMENT TO EMPLOYMENT (the “Amendment”) is made and entered into this 31st day of March, 2022 (the “Effective Date”), by and among FinWise Bancorp, a Utah community bank holding company ("Holding Company"), its wholly-owned subsidiary, FinWise Bank f/k/a Utah Community Bank, a Utah corporation (the “Bank”) and David Tilis, and individual ("Executive”). Holding Company, Bank and Executive are sometimes individually referred to hereafter as a “Party” and collectively referred to as the “Parties.” Capitalized terms not defined in this Amendment shall have the meaning set forth in the Employment Agreement.

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SEPARATION AND CONSULTING AGREEMENT
Separation and Consulting Agreement • June 22nd, 2022 • Finwise Bancorp • State commercial banks • Utah

This Separation and Consulting Agreement and Release (this “Agreement”) is entered into between David Tilis (referred to herein as “Tilis”), FinWise Bancorp f/k/a All West Bancorp (the “Holding Company”), and FinWise Bank (referred to herein as the “Bank”) as of June 16, 2022 (the “Effective Date”). Tilis, the Holding Company, and the Bank are sometimes collectively referred to herein as the Parties.

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RIDER TO LEASE
Finwise Bancorp • July 15th, 2021 • State commercial banks

In the event this Rider to Lease is in any way inconsistent with or contradicts the terms of the form portion of the Lease, this Rider shall control.

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Non-qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • February 4th, 2022 • Finwise Bancorp • State commercial banks • Utah

This Stock Option Agreement (this “Agreement”) is made and entered into as of December 24, 2019 by and between All West Bancorp, a Utah corporation, (the “Company”) and Kent Landvatter (the “Employee”).

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FINWISE BANCORP RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 30th, 2023 • Finwise Bancorp • State commercial banks • Utah

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), made to be effective as of __________ (the “Effective Date”) among Finwise Bancorp, a bank holding company (the “Company”) and ___________ (the “Executive”). The Company and the Executive are hereafter sometimes individually referred to as a “party” and collectively as the “parties”.

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RIGHT OF FIRST REFUSAL AND OPTION AGREEMENT
Right of First Refusal and Option Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks • New York

THIS RIGHT OF FIRST REFUSAL AND OPTION AGREEMENT is made and entered into as of the 31st day of March 2020, by and among All West Bancorp, a Utah corporation (“Bancorp”) and the Members of Business Funding Group, LLC, a Connecticut limited liability company (the “Company”) other than Bancorp (each individually, a “Member,” and collectively, the “Members”). The Members, the Company and Bancorp are sometimes individually referred to hereafter as a “party” and collectively as the “parties.”

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STANDSTILL AGREEMENT
Standstill Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks • Utah

This Standstill Agreement (the “Agreement”), dated January 19, 2016, is between All West Bancorp, a Utah corporation (“Bancorp”), and Business Funding Group, a New York limited liability company (“BFG”).

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ALL WEST BANCORP RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks • Utah

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), made to be effective as of __________ (the “Effective Date”) among All West Bancorp, a bank holding company (the “Bancorp”), FinWise Bank, a Utah chartered bank (the “Bank”), and ___________. Bancorp, Bank and ______________ are hereafter sometimes individually referred to as a “Party” and collectively as the “Parties”.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated effective as of December 31, 2019 among Business Funding Group, LLC, the “Company”; Certain Members of the Company, collectively the “Sellers”; AND ALL WEST BANCORP, INC., the “Buyer”
Membership Interest Purchase Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks • Utah

This Membership Interest Purchase Agreement (the “Agreement") is made as of the 31st day of December, 2019, among All West Bancorp, Inc., a Utah community bank holding company (the “Buyer”), Business Funding Group, LLC, a Connecticut limited liability company (the “Company”), certain Members of the Company (the “Sellers”) and the natural persons identified on the signature pages who beneficially own the membership interests in the Company held by the Sellers who are not natural persons (collectively the “Beneficial Owners”).

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MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated effective as of July 25, 2023 among Business Funding Group, LLC, the “Company”; Certain Members of the Company, collectively the “Sellers”;
Membership Interest Purchase Agreement • July 27th, 2023 • Finwise Bancorp • State commercial banks • Utah

This Membership Interest Purchase Agreement (the “Agreement") is made as of the 25th day of July, 2023, among FinWise Bancorp, a Utah bank holding company (the “Buyer”), Business Funding Group, LLC, a Connecticut limited liability company (the “Company”), certain Members of the Company identified on Schedule 2.1 to this Agreement (each a “Seller” and collectively, the “Sellers”) and the natural persons identified on the signature pages who beneficially own the membership interests in the Company held by the Sellers who are not natural persons (collectively the “Beneficial Owners”).

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FIRST AMENDMENT TO LEASE
To Lease • July 15th, 2021 • Finwise Bancorp • State commercial banks

THIS FIRST AMENDMENT TO LEASE (the “First Amendment”) is made and entered into as of the 3rd day of June, 2009, by and between FPA Sandy Mall Associates, LLC, a Delaware limited liability company, (the “Landlord”) and Utah Community Bank, a Utah Corporation (the “Tenant”).

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SECOND AMENDMENT TO LEASE
Extension Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks

THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is made and entered into as of the 25th day of April, 2014, by and between FPA Sandy Mall Associates, LLC, a Delaware limited liability company, (the “Landlord”) and Utah Community Bank, a Utah Corporation (the “Tenant”).

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 16th, 2022 • Finwise Bancorp • State commercial banks

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into this 29th day of April, 2022 (the “Effective Date”), by and among FinWise Bancorp, a Utah community bank holding company ("Holding Company"), its wholly-owned subsidiary, FinWise Bank f/k/a Utah Community Bank, a Utah corporation (the “Bank”) and David Tilis, an individual ("Executive”). Holding Company, Bank and Executive are sometimes individually referred to hereafter as a “Party” and collectively referred to as the “Parties.” Capitalized terms not defined in this Amendment shall have the meaning set forth in the Employment Agreement.

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FinWise Bancorp Incentive Stock Option Agreement
Finwise Bancorp • March 30th, 2023 • Finwise Bancorp • State commercial banks • Utah

This Stock Option Agreement (this “Agreement”) is made and entered into as of_______, ____ by and between FinWise Bancorp, a Utah corporation, (the “Company”) and _______ (the “Executive”).

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LEASE AGREEMENT
Lease Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks
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CONSULTING AGREEMENT
Consulting Agreement • November 1st, 2021 • Finwise Bancorp • State commercial banks • Utah

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into effective as of the 15th day of October, 2021 (the “Effective Date”), by and between FinWise Bancorp (the “Company”) and James Giordano (“Consultant”). Company and Consultant are sometimes referred to herein individually as “Party” and collectively as the “Parties”.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2022 • Finwise Bancorp • State commercial banks

THIS AMENDMENT TO EMPLOYMENT (the “Amendment”) is made and entered into this 14th day of March, 2022 (the “Effective Date”), by and among FinWise Bancorp, a Utah community bank holding company ("Holding Company"), its wholly-owned subsidiary, FinWise Bank f/k/a Utah Community Bank, a Utah corporation (the “Bank”) and David Tilis, and individual ("Executive”). Holding Company, Bank and Executive are sometimes individually referred to hereafter as a “Party” and collectively referred to as the “Parties.” Capitalized terms not defined in this Amendment shall have the meaning set forth in the Employment Agreement.

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CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [****], HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(b)(10) OF SEC REGULATION S-K BECAUSE FINWISE BANCORP (THE “REGISTRANT”) HAS DETERMINED THAT SUCH INFORMATION (I) IS BOTH NOT...
Employment Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks • Utah

THIS 2018 EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 1st day of January, 2018 among All West Bancorp, a Utah community bank holding company (the “Holding Company”) and its wholly-owned subsidiary FinWise Bank, (the “Bank”) and David Tilis, an individual (the “Executive”).

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DIRECTOR RESTRICTED STOCK AGREEMENT
Finwise Bancorp • March 30th, 2023 • Finwise Bancorp • State commercial banks • Utah

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), made to be effective as of _______, ____ (the “Effective Date”) among Finwise Bancorp, a bank holding company (the “Company”) and ____________ (the “Director”). The Company and the Director are hereafter sometimes individually referred to as a “party” and collectively as the “parties”.

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FinWise Bancorp Incentive Stock Option Agreement
Incentive Stock Option Agreement • March 30th, 2023 • Finwise Bancorp • State commercial banks • Utah

This Stock Option Agreement (this “Agreement”) is made and entered into as of_______, ____ by and between FinWise Bancorp, a Utah corporation, (the “Company”) and _______ (the “Employee”).

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SUBLEASE AGREEMENT
Sublease Agreement • July 15th, 2021 • Finwise Bancorp • State commercial banks

This Sublease Agreement (this “Sublease”) is effective as of December 7, 2018 (the “Effective Date”), by and between Motorola Solutions, Inc, a Delaware Corporation (“Sublandlord”) and All West Bancorp, a Utah corporation (“Subtenant”).

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