Underwriting AgreementUnderwriting Agreement • September 12th, 2016 • Customers Bancorp, Inc. • State commercial banks • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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 AGREEMENTUnderwriting 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
At Market Issuance Sales AgreementCustomers Bancorp, Inc. • August 11th, 2016 • 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:
NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON- SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 4, 2021, by Customers Bank, a Pennsylvania state chartered bank and the sole...Non-Competition and Non-Solicitation Agreement • January 8th, 2021 • Customers Bancorp, Inc. • State commercial banks • New York
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
EMPLOYMENT AGREEMENTEmployment 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”).
UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 September 16, 2011Letter 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");
SECURITIES PURCHASE AGREEMENTSecurities 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”).
Customers Bancorp, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2021 • Customers Bancorp, Inc. • State commercial banks • New York
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • August 6th, 2020 • Customers Bancorp, Inc. • State commercial banks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●] 2020, by Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Subject Party”) in favor of and for the benefit of 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”), BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTEmployment 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 AGREEMENTLock-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.
Underwriting AgreementCustomers Bancorp, Inc. • April 22nd, 2016 • 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 2,000,000 shares (the "Firm Securities") and, at the election of the Underwriters, up to 300,000 additional shares (the "Optional Securities") of the Company's Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the "Securities"). 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.
REGISTRATION RIGHTS AGREEMENTRegistration 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 AGREEMENTChange 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”).
T # 475348 v.2# 2871946 v. 1 CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this "Agreement"), made as of May 31, 2022 is by and among CUSTOMERS BANK, a Pennsylvania bank ("Bank"), and Jessie Velasquez_ an individual ("Executive"). This...Change of Control Agreement • August 8th, 2022 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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 AGREEMENTVoting 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.
LOAN AGREEMENT by and among BM TECHNOLOGIES, INC. AND BMTX, INC. as Borrowers and CUSTOMERS BANK as Lender Dated January 4, 2021 ___________________________________________________________ Walter Weir, Jr., Esquire Weir & Partners LLP 1339 Chestnut...___________________________________________________________ Loan Agreement • January 8th, 2021 • Customers Bancorp, Inc. • State commercial banks • Pennsylvania
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 10, 2012 BY AND BETWEEN CMS BANCORP, INC. AND CUSTOMERS BANCORP, INC.Agreement and Plan of Merger • 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 AGREEMENTEmployment 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").
Customers Bancorp, Inc. 4.50% Senior Notes due September 25, 2024 Underwriting AgreementUnderwriting 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.
Customers Bancorp, Inc. Underwriting AgreementCustomers Bancorp, Inc. • December 9th, 2019 • State commercial banks • New York
Customers Bancorp, Inc., a Pennsylvania corporation (the “Company”) and the holding company for Customers Bank (the “Bank”), confirms its agreement with B. Riley FBR, Inc. (“B. Riley FBR”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom B. Riley FBR is acting as representative (in such capacity, the “Representative”), with respect to the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $65,000,000 aggregate principal amount of the Company’s 5.375% Subordinated Notes due December 30, 2034 (the “Initial Notes”), as set forth opposite their respective names in Schedule I hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Notes to cover over-allotments, if any. The aforementioned $65,000,000 aggregate principal amount of Initi
MFA Investor Holdings LLC 535 5th Avenue, 29th FloorMerger Agreement • 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.
Customers Bancorp, Inc. Fixed-to-Floating Rate Perpetual Preferred Stock, Series C Underwriting AgreementUnderwriting Agreement • May 12th, 2015 • Customers Bancorp, Inc. • State commercial banks • New York
3.95% Senior Notes due June 30, 2022 Underwriting AgreementUnderwriting Agreement • June 30th, 2017 • Customers Bancorp, Inc. • State commercial banks • New York
TERMINATION AND NON-RENEWAL AGREEMENTTermination 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 – [***]/[***]The 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, 2015Asset Purchase Agreement • February 26th, 2016 • Customers Bancorp, Inc. • State commercial banks • New York
PRIVATE LABEL BANKING PROGRAM AGREEMENTAgreement • 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 AGREEMENTAgreement • 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 – [***]/[***]The 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.
