Customers Bancorp

Customers Bancorp – Amended and Restated Purchase and Assumption Agreement and Plan of Merger (November 20th, 2017)

This Amended and Restated Purchase and Assumption Agreement and Plan of Merger (this "Agreement"), dated as of November 17, 2017, is entered into among BankMobile Technologies, Inc., a Pennsylvania corporation ("SpinCo"), Customers Bank, a bank organized in the Commonwealth of Pennsylvania ("CB"), and Customer's Bancorp, Inc., a Pennsylvania corporation ("Bancorp" and together with SpinCo and CB, "Seller"), and Flagship Community Bank, a Florida chartered bank ("Buyer").

Customers Bancorp – CUSTOMERS BANCORP, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 30, 2017 to INDENTURE Dated as of July 30, 2013 (Senior Debt Securities) 3.95% SENIOR NOTES DUE 2022 (June 30th, 2017)

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of June 30, 2017, by and between Customers Bancorp, Inc., a Pennsylvania corporation (the "Company"), and Wilmington Trust, National Association, as trustee. ("Trustee")

Customers Bancorp – Purchase and Assumption Agreement (March 8th, 2017)

This Purchase and Assumption Agreement (this "Agreement"), dated as of March 7, 2017, is entered into among Customers Bank, a bank organized in the Commonwealth of Pennsylvania ("CB") and Customer's Bancorp, Inc., a Pennsylvania corporation ("Bancorp" and together with CB, "Seller"), and Flagship Community Bank, a Florida chartered bank ("Buyer").

Customers Bancorp – December 30, 2016 (December 30th, 2016)

Customers Bancorp – Amended and Restated Employment Agreement (December 30th, 2016)

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

Customers Bancorp – Amended and Restated Employment Agreement (December 30th, 2016)

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

Customers Bancorp – Contract (December 7th, 2016)

Customers Bancorp – At Market Issuance Sales Agreement (August 11th, 2016)

Customers Bancorp – Transition Services Agreement (June 16th, 2016)

This TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of June !5, 2016 between Higher One, Inc., a Delaware corporation ("Seller") and Customers Bank, a bank chartered under the laws of the Commonwealth of Pennsylvania ("Buyer"). Seller and Buyer are referred to herein collectively as the "Parties" and individually as a "Party."

Customers Bancorp – Employment Agreement (February 26th, 2016)

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").

Customers Bancorp – Change of Control Agreement (February 26th, 2016)

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").

Customers Bancorp – Employment Agreement (February 26th, 2016)

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").

Customers Bancorp – At Market Issuance Sales Agreement (December 23rd, 2015)

Customers Bancorp – Customers Bancorp, Inc. Amended and Restated 2014 Employee Stock Purchase Plan Article 1 -- Purpose and Scope of the Plan (August 8th, 2014)

Customers Bancorp – Amendment to Customers Bancorp, Inc. 2010 Stock Option Plan (August 8th, 2014)

Customers Bancorp – NOTE SUBSCRIPTION AGREEMENT by and Among Customers Bancorp, Inc. And Customers Bank, as Issuers, and the Several Purchasers Party Hereto, as Purchasers Dated as of June 24, 2014 (June 26th, 2014)

NOTE SUBSCRIPTION AGREEMENT dated as of June 24, 2014 (this Agreement) by and among Customers Bancorp, Inc. (the Company), a Pennsylvania corporation, and Customers Bank (the Bank), a subsidiary of the Company, as issuers (each, an Issuer and collectively, the Issuers), and the several purchasers party hereto (each, a Purchaser and collectively, the Purchasers).

Customers Bancorp – Amendment to First Supplemental Indenture (August 29th, 2013)

AMENDMENT TO FIRST SUPPLEMENTAL INDENTURE, dated as of August 27, 2013 ("Amendment"), to the First Supplemental Indenture (as defined below), which supplemented the Base Indenture (as defined below), between Customers Bancorp, Inc., a Pennsylvania corporation, as issuer (the "Company"), and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee").

Customers Bancorp – Global Note (August 29th, 2013)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWN

Customers Bancorp – CUSTOMERS BANCORP, INC. INDENTURE DATED AS OF JULY 30, 2013 WILMINGTON TRUST, NATIONAL ASSOCIATION as TRUSTEE (July 31st, 2013)

Indenture dated as of July 30, 2013 between Customers Bancorp, Inc. a Pennsylvania corporation (Company), and Wilmington Trust, National Association, a national banking association (Trustee).

Customers Bancorp – Global Note (July 31st, 2013)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

Customers Bancorp – CUSTOMERS BANCORP, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF JULY 30, 2013 TO INDENTURE DATED AS OF JULY 30, 2013 Relating to 6.375% Senior Notes Due 2018 (July 31st, 2013)

FIRST SUPPLEMENTAL INDENTURE, dated as of July 30, 2013 (the Supplemental Indenture), to the Base Indenture (as defined below) between Customers Bancorp, Inc., a Pennsylvania corporation, as issuer (the Company), and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee).

Customers Bancorp – FORM OF CUSTOMERS BANCORP, INC. INDENTURE DATED AS OF Wilmington Trust, National Association as TRUSTEE (July 30th, 2013)

Indenture dated as of between Customers Bancorp, Inc. a Pennsylvania corporation (Company), and Wilmington Trust, National Association, a national banking association (Trustee).

Customers Bancorp – First Supplemental Indenture (July 30th, 2013)

FIRST SUPPLEMENTAL INDENTURE, dated as of July , 2013 (the Supplemental Indenture), to the Base Indenture (as defined below) between Customers Bancorp, Inc., a Pennsylvania corporation, as issuer (the Company), and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee).

Customers Bancorp – Amendment to Agreement and Plan of Merger (April 24th, 2013)

This Amendment to the Agreement and Plan of Merger dated as of August 10, 2012 (the "Agreement") by and between Customers Bancorp, Inc., a Pennsylvania corporation ("Customers"), on the one hand, and CMS Bancorp, Inc., a Delaware corporation ("CMS"), on the other hand, is made and entered into as of April 22, 2013.

Customers Bancorp – CUSTOMERS BANCORP, INC. INDENTURE DATED AS OF as TRUSTEE (April 19th, 2013)

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

Customers Bancorp – Termination and Non-Renewal Agreement (April 10th, 2013)

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".

Customers Bancorp – Customers Bancorp, Inc Change of Control Agreement (March 18th, 2013)

THIS CHANGE OF CONTROL AGREEMENT (this Agreement), made as of January 30, 2013, is by and among CUSTOMERS BANCORP INC., a Pennsylvania Corporation (Bank), and an individual (Executive).

Customers Bancorp – Customers Bancorp, Inc Change of Control Agreement (March 18th, 2013)

THIS CHANGE OF CONTROL AGREEMENT (this Agreement), made as of January 30, 2013, is by and among CUSTOMERS BANCORP INC., a Pennsylvania Corporation (Bank), and an individual (Executive).

Customers Bancorp – Amendment No. 3 to Stock Purchase Agreement (March 4th, 2013)

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.

Customers Bancorp – Amendment No. 2 to Stock Purchase Agreement (January 31st, 2013)

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 January 30, 2013.

Customers Bancorp – Amendment No. 1 to Stock Purchase Agreement (December 20th, 2012)

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 December 18, 2012.

Customers Bancorp – Stock Purchase Agreement (October 22nd, 2012)

This STOCK PURCHASE AGREEMENT (the Agreement), dated as of August 17, 2012, is made by and between or among CUSTOMERS BANCORP, INC., a Pennsylvania business corporation (the Issuer) with its chief executive offices at Suite 103, 1015 Penn Avenue, Wyomissing, PA 19610, and S.J. FINANCE INVESTMENT FUND, L.P., a Limited Partnership with principal executive offices at 41 Worth Street, New York, NY 10013 (Purchaser).

Customers Bancorp – Stock Purchase Agreement (October 22nd, 2012)

This STOCK PURCHASE AGREEMENT (the Agreement), dated as of , 2012, is made by and between or among CUSTOMERS BANCORP, INC., a Pennsylvania business corporation (the Issuer) with its chief executive offices at Suite 103, 1015 Penn Avenue, Wyomissing, PA 19610, and , a with principal executive offices at (Purchaser(s)).

Customers Bancorp – Registration Rights Agreement (September 17th, 2012)

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").

Customers Bancorp – Securities Purchase Agreement (September 17th, 2012)

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").