a101bmttransitionservice






  1   TRANSITION SERVICES AGREEMENT    This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of  January 4, 2021 (the “Effective Date”) by and between Customers Bank, a bank chartered  under the laws of the Commonwealth of Pennsylvania (“Seller”) and BM Technologies,  Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are referred to herein  collectively as the “Parties” and individually as a “Party.”    INTRODUCTION    WHEREAS, Seller and Purchaser, together with BankMobile Technologies, Inc.  (“BMT”), MFAC Merger Sub, Inc., a Pennsylvania corporation and Customers Bancorp,  Inc., a Pennsylvania corporation, have entered into an Agreement and Plan of Merger, dated  as of August 6, 2020 (as amended, including  by the First Amendment to Agreement and  Plan of Merger, dated November 2, 2020 and the Second Amendment to Agreement and  Plan of Merger, dated December 8, 2020, the “Merger Agreement”) (capitalized terms not  defined in this Agreement shall have the meanings indicated in the Merger Agreement);    WHEREAS, under the Merger Agreement, Purchaser has agreed to purchase from  Seller certain assets related to Seller’s BMT business (the “Business”), and the Merger  Agreement contemplates that the Parties shall execute and deliver this Agreement at the  Closing;    WHEREAS, it is planned that with the Purchaser’s purchase of the Business, the  Purchaser will acquire the services of approximately three hundred (300) new employees. This  will include the current senior management team of the Business as well as leaders and staff  who, when combined with supplementation of specific skills via third party contracts, will  possess the skills, tools and experience to meet certain operational, administrative, risk  management, compliance, accounting, human resources, information services, security, and  other needs of the merged companies;    WHEREAS, Purchaser personnel shall in all situations after the acquisition retain  control of all management decisions, and any support received from the Seller shall be for  historical information, transition, or advisory purposes only, and    WHEREAS, Purchaser and Seller recognize that in specific areas it may be highly  desired that, after the Closing, the Purchaser have access to employees, resources,  historical records or institutional memory of specific individuals of the Seller, and that  Purchaser shall procure from Seller, certain advisory services and information, as set forth  herein.    NOW, THEREFORE, in consideration of the promises and covenants set forth herein  and for other good and valuable consideration, the receipt and sufficiency of which is hereby  acknowledged, the Parties hereby agree as follows:       





 






  2   ARTICLE I   TRANSITION SERVICES    Section 1.1 Transition Services.    (a) Scope and Duration of Seller Transition Services. Seller, itself and/or by and  through its Affiliates, and its and their respective employees, agents or contractors, shall  provide or cause to be provided to Purchaser, solely for the benefit of Purchaser, those services  set forth on Annex A hereto and in a manner consistent with the Introduction, as it may be  amended from  time to time by mutual written agreement of the Parties (collectively, the  “Seller Transition Services”) until the earlier of (i) expiration of the service period applicable  to such Transition Services as set forth with respect to each applicable Seller Transition  Service on Annex A hereto, or (ii) expiration of the Term (as defined below). Seller shall  provide the advisory services or institutional memory based upon the need identified by the  Purchaser to the Seller. Seller shall not be required to perform Seller Transition Services  hereunder in any manner that violates any applicable law or regulation, or the principles set  forth in the Introduction to this Agreement. It is acknowledged by Seller that the objective of  this Agreement is to obligate Seller to provide, throughout the Term, any and all agreed upon  advisory services and advice that is requested by Purchaser with respect to the assets  purchased and employees hired pursuant to the Merger Agreement.    (b) Modified Transition Services. Any modifications to the Transition Services  shall be subject to mutual agreement pursuant to ARTICLE IX hereof.    (c) Subcontractors. Upon prior consent of the other Party, which consent shall  not be unreasonably withheld, conditioned or delayed, Seller may subcontract with a qualified  unaffiliated third party (a “Subcontractor”) to provide any Transition Services; provided that  no notice shall be required with respect to the continued use of subcontractors in the manner  utilized by Seller in connection with the Business immediately prior to the Closing, or with  respect to changes in subcontractors which are consistent with Seller’s operation of the  Business immediately prior to the Closing. Notwithstanding any subcontracting of Seller’s  obligations under this Agreement, Seller shall, for the term of this Agreement, remain  primarily liable for the delivery and performance of the Transition Services.    (d) Scope and Duration of Purchaser Transition Services. Purchaser, itself  and/or by and through its respective employees, shall provide or cause to be provided to  Seller, solely for the benefit of Seller, those services set forth on Annex B hereto, as it may  be amended from time to time by mutual written agreement of the Parties (collectively, the  “Purchaser Transition Services”) until the expiration of the service period applicable to  such Transition Services as set forth with respect to the applicable Seller Transition Service  on Annex B hereto.    Section 1.2 Service Coordinators and Issue Resolution.    (a) Seller and Purchaser each hereby appoint as service coordinators their  respective employees identified on Schedule 1.2 hereto (each, a “Service Coordinator”) to  





 






  3   be the primary point of contact between Seller and Purchaser with respect to the Transition  Services, including, and subject to the terms of this Schedule 1.2, with respect to disputes  between the Parties arising out of or relating to this Agreement or the provision of Transition  Services hereunder. Each Party shall have the right, upon reasonable advance written notice to  the other Party, to replace its Service Coordinator with an employee or officer of such Party  with comparable knowledge, expertise, and decision-making authority.    (b) In the event the Service Coordinators fail to resolve any dispute arising between  the Parties in connection with the Transition Services within a reasonable time of receiving  notice of such dispute from a Party, and in any event within ten (10) Business Days of such  notification, then Purchaser shall designate an officer or officers holding the office of Senior  Vice President (or equivalent office) or above (such officers, the “Senior Officers”) and such  Senior Officers shall attempt in good faith to conclusively resolve any such dispute (i) with the  members of an operating committee designated by Seller, and (ii) in the event the Senior  Officers and operating committee fail to resolve the dispute, an executive committee shall be  designated by Seller and Purchaser. If the Senior Officers and the operating and executive  committees designated by Seller and Purchaser cannot resolve such dispute within a  reasonable period of time, and in any event within twenty (20) Business Days of the referral of  such dispute to them, either Party may submit the dispute to litigation as provided for in  Section 10.8.    (c) Any dispute arising out of or relating to this Agreement shall be submitted for  resolution pursuant to this Section 1.2 before any Party may commence any legal proceeding  in connection therewith. A Party’s failure to comply with the preceding sentence shall  constitute cause for the dismissal without prejudice of any such legal proceeding. This  Section 1.2(c) is without prejudice to either Party’s right to seek interim relief against the  other Party (such as an injunction) to protect its rights and interests, or to enforce the  obligations of the other Party and the parties need not negotiate disputes with respect to  equitable remedies prior to seeking relief from a court of competent jurisdiction.    Section 1.3 Migration Plan.    (a) On or prior to the date hereof, the Parties shall have negotiated and materially  finalized a plan to transition from the performance of the Seller Transition Services by Seller  and its Affiliates to the performance of such services by Purchaser, including moving the  information technology systems and data used in the Business from Seller’s infrastructure to  Purchaser’s or its designee’s infrastructure (“Migration”) (such plan, the “Migration Plan”).  The Migration Plan must include full conversion support of the general ledger and data center  network systems to FIS, if not completed at the time of closing. The Migration Plan shall  include a governance and arbitration process, in which both Parties shall agree to participate,  which shall be subject to the change request process set forth in ARTICLE IX.    (b) Purchaser shall be responsible for the Migration, including the construction and  deployment of any systems or physical space required for the Migration. Seller shall use  commercially reasonable efforts to assist Purchaser in completing the Migration. Purchaser  shall be responsible for all fees and expenses incurred by Purchaser and reasonable out-of- 





 






  4   pocket third-party costs of Seller incurred in the course of providing any assistance with the  Migration requested by Purchaser.    (c) The Parties acknowledge that the Migration Plan is a document that may  change, and any such material changes will be subject to the change control process set forth  in ARTICLE IX. Each Party shall use its commercially reasonable efforts to perform its  obligations under the Migration Plan according to the schedule set forth in the Migration Plan,  and each Party shall use sufficient and qualified resources and personnel to implement the  Migration Plan, taking into account the need to reasonably manage the cost of such transition  and minimize the disruption to the ongoing business activities of the Parties.    Section 1.4 Additional Transition Services. If requested by Purchaser, Seller shall  provide services in addition to the Transition Services (“Additional Transition Services”), as  may be agreed pursuant to the Change Control process set forth in ARTICLE IX. The scope  of any such Additional Transition Services, as well as the prices and other terms applicable to  such additional services, shall be as mutually agreed by Purchaser and Seller and shall be  consistent with the principles set forth in the Introduction to this Agreement, and as further  contemplated by ARTICLE IX.    Section 1.5 Standard of Performance. Seller shall use commercially reasonable  efforts to perform or procure the provision of the Transition Services for Purchaser to  standards of performance comparable in all material respects to which such Transition  Services were performed by Seller or its Affiliates in connection with the Business  immediately prior to Closing; provided that Seller shall not be responsible for the  performance of any product programs or features developed and/or implemented by Purchaser  after the Closing Date.    Section 1.6 Access. Each Party shall use good faith efforts to provide the other  Party with access to information and computer systems, facilities, networks (including voice  or data networks) or software to the extent reasonably necessary and in accordance with any  applicable laws and regulations to enable the provision of Transition Services contemplated  by this Agreement, subject to Section 7 hereof. The Party requesting access shall give the  other Party reasonable prior written notice and justification of the need for such access.    Section 1.7 Independent Contractor. For all purposes hereof, each Party shall at  all times act as an independent contractor and shall have no authority to represent the other  Party in any way or otherwise be deemed an agent, lawyer, employee, representative, joint  ventures or fiduciary of such other Party nor shall this Agreement or the transactions  contemplated hereby be deemed to create any joint venture between the Parties. Each Party  shall not declare or represent to any third party that such Party shall have any power or  authority to negotiate or conclude any agreement, or to make any representation or to give any  undertaking on behalf of the other Party in any way whatsoever.       





 






  5   ARTICLE II  SERVICE FEES AND EXPENSES    Section 2.1 Service Fees.    (a) Subject to adjustment in accordance with this Section 2.1, Purchaser shall pay  a fee for the Seller Transition Services and Additional Transition Services it receives during  the Term as follows (collectively, the “Purchaser Service Fees”):    (i) Twelve Thousand Five Hundred Dollars ($12,500.00) per month plus  any expenses associated with the services provided; and    (ii) with respect to any Additional Transition Services provided by Seller,  on the timetable and in the amount agreed by the Parties and set out in the executed  amendment to this Agreement under which such Additional Transition Services are  provided as contemplated in ARTICLE IX.    (b) The Service Fees are exclusive of any sales tax, transfer tax, value-added tax,  goods and services tax or similar tax (“Taxes”). Any Taxes (but excluding any Tax based  upon net income) payable with respect to the Service Fees shall be invoiced by Seller and  paid by Purchaser within thirty (30) days of receipt of such invoice. Seller shall be  responsible for remitting any such Taxes to the appropriate taxing authority.    (c) If the cost to Seller of providing a Transition Service increases as a result of  actions taken outside the scope of this Agreement by or at the request of Purchaser or as a  result of any change in applicable law or regulation or action of any Government Entity  (collectively, “Imposed Changes”), then the resulting increase in costs if approved by the  Purchaser in advance, would be passed through to Purchaser by means of an increase in the  relevant Service Fees in the amount of such actual increase in the cost of the provision of such  Transition Services, plus any direct, out of pocket, up-front costs of modifying the Transition  Services as a result of such Imposed Changes, provided, however, that (i) in no event shall  Seller be obligated to perform any service hereunder other than in accordance with applicable  law and regulation, and (ii) Seller shall not be obligated to perform such Service unless  Purchaser agrees to pay such costs of modifying the Transition Services to comply with such  Imposed Changes and such increased Service Fees.    Section 2.2 Expenses. Purchaser shall be responsible for any direct third-party out- of- pocket costs or expenses incurred by Seller, at pass-through amounts, and disclosed in  writing to Purchaser prior to the date of this Agreement in connection with providing the  Transition Services.    Section 2.3 Records. Each Party shall maintain records of all receipts, invoices,  reports and other documents relating to the Transition Services rendered hereunder in  accordance with applicable law and regulation and its standard accounting practices and  procedures, which practices and procedures are employed by such Party in its provision of  services for itself and its Affiliates.  





 






  6     ARTICLE III   PAYMENT    Section 3.1 Invoicing and Payment. For the Transition Services described on  Annex A on the date hereof, Purchaser shall pay the net monthly fees set forth in Section 2.1  within thirty (30) calendar days after receipt of an invoice from Seller. For any Additional  Transition Services, if any, the net monthly fee shall be adjusted and paid by Purchaser in  accordance with the executed amendment to this Agreement under which such Additional  Transition Services are provided.  For any third-party expenses incurred by Seller in  connection with providing the Transition Services and payable by Purchaser in accordance  with Section 2.2 hereof, Seller shall invoice Purchaser, and Purchaser shall remit payment to  Seller for all such invoiced expenses within thirty (30) calendar days after receipt of each such  invoice. Any undisputed amount unpaid after the expiration of thirty (30) calendar days after  the due date shall bear interest equal to one-half percent (0.5%) per month of the overdue  amount. Each invoice for expenses shall set forth in reasonable detail, for the period covered  by such invoice, the source of the expenses incurred.    ARTICLE IV TRANSITION    Section 4.1 Return of Materials. Promptly at the end of the service period with  respect to a Transition Service, at the end of the Term or upon termination of this Agreement  in accordance with ARTICLE VI, as the case may be, Purchaser shall, at the other Party’s  expense and written direction, return or destroy and certify the return or destruction of, any  and all of the other Party’s books, records, files, databases, intellectual property (including  embodiments thereof), Confidential Information (as defined below) or information related to  customer data in the possession, custody or control of Purchaser (the “Materials”); provided  that Purchaser shall be permitted to retain copies the Materials solely as required in order to  comply with applicable law, rules and regulation, or for audit, compliance or regulatory  purposes to the extent permitted by applicable law and regulation; and provided, further, that  Purchaser shall not be obligated to destroy any Materials if such destruction would, in the  reasonable opinion of counsel to such Purchaser, constitute a violation of applicable law or  regulation.    ARTICLE V   INTELLECTUAL PROPERTY    Section 5.1 Title to Intellectual Property.    (a) Each of the Parties agrees that any intellectual property of the other Party made  available to it in connection with the Transition Services, and any derivative works, additions,  modifications or enhancements thereof created by the other Party pursuant to this Agreement,  are and shall remain the sole property of the other Party, and such Party hereby irrevocably  assigns any and all right, title and interest therein to such other Party. Each Party agrees not to  use, and to cause its Affiliates not to use, intellectual property of the other Party for any  purpose other than in connection with the performance of the Transition Services during the  





 






  7   Term.    (b) Each Party acknowledges that the other Party may be providing services similar  to the Transition Services to its own businesses and/or to other third parties during the Term,  without restriction hereunder.    Section 5.2 Use of Trademarks. Except as expressly set forth in the Merger  Agreement, neither Party shall use the other Party’s trademarks, service marks, trade  names, domain names or other source identifiers without such Party’s prior written  consent.    Section 5.3 Software Licenses and Data Subscriptions. Except as provided in  the Merger Agreement or as set forth on Schedule 5.3 hereto, Seller and its Affiliates shall  not be required to transfer or assign to Purchaser any third-party software licenses, data  subscriptions or any software or hardware owned by Seller or any of its Affiliates in  connection with the provision of the Seller Transition Services.    Section 5.4 Patents. Except as expressly set forth in the Merger Agreement,  neither Party shall use the other Party’s Patents without such Party’s prior written  consent.      ARTICLE VI  TERM AND TERMINATION    Section 6.1 Term. The term of this Agreement (the “Term”) is twelve (12) months  and shall commence on the Closing; provided that the Term of any individual Transition  Service may be for a shorter period of time as may be set forth on Annex A hereto as agreed  by the Purchaser in writing.      Section 6.2 Termination without Cause.   Purchaser may terminate this  Agreement without penalty at any time but with thirty (30) days advance notice by writing to  Seller if Purchaser determines that there is no longer a business need for Transition Services.  Purchaser shall pay Seller any undisputed Service Fees, costs, and expenses due or incurred  for Transition Services performed prior to termination of the Agreement.    Section 6.3    Termination for Cause. Either Party (the “Terminating Party”)  may terminate this Agreement with immediate effect by notice in writing to the other  Party (the “Other Party”) on or at any time after the occurrence of any of the following  events:    (a) the Other Party is in default of any of its material obligations under this  Agreement and (if the breach is capable of remedy) has failed to remedy the breach within  thirty (30) days after receipt of notice in writing from the Terminating Party giving particulars  of the breach;    





 






  8   (b) the Other Party shall commence a voluntary case or other proceeding seeking  liquidation, reorganization or other relief with respect to itself or its debts under any  bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the  appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any  substantial part of its property, or shall consent to any such relief or to the appointment of or  taking possession by any such official in an involuntary case or other proceeding commenced  against it, or shall make a general assignment for the benefit of creditors, or shall fail generally  to pay its debts as they become due, or shall take any corporate action to authorize any of the  foregoing;    (c) an involuntary case or other proceeding shall be commenced against the Other  Party seeking liquidation, reorganization or other relief with respect to it or its debts under any  bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the  appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any  substantial part of its property, and such involuntary case or other proceeding shall remain  undismissed and unstayed for a period of sixty (60) days.    Section 6.4 Survival. Section 2.2 (Expenses), Section 2.3 (Records), ARTICLE  III (Payments)(to the extent such fees accrued prior to termination, cancellation or  expiration), Section 4.1 (Return of Materials), Section 5.1 (Intellectual Property), this Section  6.4 (Survival), Section 7.1 (Confidentiality), Section 8.2 (Limitations of Liability) and Article  X (Miscellaneous) shall survive any termination or expiration of this Agreement.    ARTICLE VII   CONFIDENTIALITY    Section 7.1 Confidentiality.    (a) Each Party acknowledges that, in connection with the performance by a Party  of its obligations hereunder, such Party may be provided with information about confidential  and proprietary information of the other Party and third parties with which the other Party  conducts business. The confidential information of such other Party and third parties is  defined below and is collectively referred to as “Confidential Information.” In recognition  of the foregoing, each Party covenants and agrees:    (i) that it will keep and maintain all Confidential Information in  confidence, using such degree of care as is appropriate to avoid unauthorized use or  disclosure;    (ii) that it will not, directly or indirectly, disclose any Confidential  Information to anyone outside of the other Party or the Related Parties, as  provided herein, except with the other Party’s prior written consent or as may be  permitted under this ARTICLE VII;    (iii) that such Party will not make use of any Confidential Information for its  own purpose or the benefit of anyone or any other entity other than the other Party,  





 






  9   provided that Purchaser can make use of any Confidential Information related to the  Business in its operation of the Business; and    (iv) that such Party will take no action with respect to the  Confidential Information that is inconsistent with its confidential and  proprietary nature.    (b) Each Party shall be permitted to disclose the Confidential Information only  as follows:    (i) to its employees, agents, auditors, counsel, directors, officers, and  contractors (“Related Parties”) and Subcontractors, having a need to know such  information in connection with the performance of the Transition Services. Each  Party shall be responsible for all its Related Parties and Subcontractors’ compliance  with the terms of this Agreement; and    (ii) if disclosure is required by applicable law or regulation, provided that  a Party shall notify the other Party in writing as soon as reasonably practicable in  advance of such disclosure, and provide the other Party with copies of any related  information so that the other Party may take appropriate action to protect the  Confidential Information.    (c) For purposes of this Agreement, Confidential Information shall include  all business information of the other Party, including but not limited to the following:    (i) information relating to the other Party’s planned or existing  computer systems and systems architecture, including computer hardware,  computer software, documentation, methods of processing and operational  methods;    (ii) sales, profits, organizational restructuring, new business initiatives  and financial information;    (iii) information that describes the other Party’s products, including  product designs, and how such products are administered and managed;    (iv) information that describes the other Party’s product strategies,  tax interpretations, tax positions and treatment of any item;    (v) confidential information and software of, and contracts with (and any  information related thereto), third parties with which the other Party conducts  business;    (vi) information relating to the other Party’s customers; and    (vii) Seller’s customer information that is inadvertently accessed in  





 






  10   accordance with Section 1.6 of the Agreement.    (d) Notwithstanding the foregoing, Confidential Information shall not include  information that (i) is or becomes generally available to the public other than as a result of a  disclosure directly or indirectly by a Party or its Related Parties or Subcontractors in violation  of this ARTICLE VII, (ii) was available to a Party on a non-confidential basis prior to its  disclosure to such Party by the other Party or the other Party’s Related Parties or  Subcontractors, (iii) is or becomes available on a non-confidential basis to a Party from a  Person other than the other Party, provided that such Person was not known to the receiving  Party to be bound by any agreement with the disclosing Party to keep such information  confidential or to be otherwise prohibited from transmitting the information, or (iv) is  independently developed by the Receiving Party or its Related Parties without use of the  Confidential Information. Each Party acknowledges that the disclosure of Confidential  Information may cause irreparable injury and damages, that money damages may not be a  sufficient remedy for any actual or threatened disclosure and that a Party shall (without proof  of actual damages) be entitled to seek equitable relief, including an injunction and specific  performance, as a remedy if the other Party breaches or threatens to disclose Confidential  Information in violation hereof. A breaching Party shall not object to the entry of an injunction  or other equitable relief against such Party on the basis that an adequate remedy is available at  law or lack of irreparable harm. Without limitation of the foregoing, each Party shall advise  the other Party promptly in the event that it learns or has reason to believe that any person or  entity, which has had access to Confidential Information, has violated or intends to violate the  terms of this Agreement. This provision shall not in any way limit such other remedies as may  be available to either Party at law or in equity.    Section 7.2 Systems Security. [Intentionally Omitted]    Section 7.3 Insurance. To the extent it has not already done so, Purchaser and  Seller each shall obtain, within ninety (90) days of the date hereof, from a financially sound  and reputable insurer, cyber security, and data breach liability insurance in an amount equal  to at least $10,000,000 on terms and conditions reasonably satisfactory to the other Party and  will cause such insurance policy to be maintained until the Termination Date.    ARTICLE VIII   REPRESENTATIONS AND WARRANTIES    Section 8.1 Representations and Warranties.    (a) Each Party represents and warrants that, on the Closing Date, it has the  authority to enter into this Agreement and its performance under this Agreement will not  conflict with any other obligation or agreement of such Party or with any law, rule or  regulation.    (b) Except as expressly provided in this Agreement, no representation, warranty or  condition, express or implied, statutory or otherwise, as to condition, quality, satisfactory  quality, performance or fitness for purpose or otherwise is given by either Seller or Purchaser  





 






  11   and all such representations, warranties and conditions are excluded except to the extent that  their exclusion is prohibited by applicable law.    Section 8.2 Limitations of Liability.    (a) THE AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION  WITH THE PERFORMANCE, DELIVERY OR PROVISION OF THE TRANSITION  SERVICES UNDER THIS AGREEMENT SHALL, WITH THE EXCEPTION OF A  DATA BREACH, BE LIMITED TO $100,000 CUMULATIVELY.    (b) EXCEPT FOR DAMAGES ARISING FROM THE GROSS NEGLIGENCE  OR WILLFUL MISCONDUCT OF SELLER, THE PARTIES EXPRESSLY WAIVE AND  FOREGO ANY RIGHT TO RECOVER EXEMPLARY, LOST PROFITS,  CONSEQUENTIAL OR SIMILAR DAMAGES IN ANY LITIGATION ARISING OUT OF  OR RESULTING FROM ANY CONTROVERSY OR CLAIM RELATING TO THIS  AGREEMENT OR ANY OF THE TRANSITION SERVICES PROVIDED HEREUNDER,  WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT  (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF AN  AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE  POSSIBILITY OR LIKELIHOOD OF THE SAME.    ARTICLE IX   CHANGE REQUEST    Section 9.1 Change Request.    (a) Subject to this ARTICLE IX, either Party may propose any change or  addition to the Transition Services by written notice to the other Party specifying the  proposed change in reasonable detail (such notice, a “Change Request”), provided, that any  changed or additional services will be advisory or informational in nature, in accordance with  the Introduction to this Agreement.    (b) Seller or Purchaser shall provide the other Party with a reasonably detailed  written outline specification describing the nature of the change, an assessment of the impact  of the change on the Transition Services, the Service Fees (as applicable) and an estimate of  the time required to implement the change, the costs associated with the change and the  terms for payment of such costs (such outline, an “Evaluation Report”) within twenty (20)  Business Days of receiving the Change Request.    (c) The approving Party shall notify the requesting Party within ten (10)  Business Days of the date on which the Evaluation Report was received whether or not the  approving Party wishes to proceed with the Change Request; provided, however, that the  Parties shall in good faith negotiate the terms and pricing of the Change Request before the  requesting Party provides such notice to proceed.    (d) Within ten (10) Business Days of receipt of the requesting Party’s notice to  





 






  12   proceed with the Change Request, the approving Party shall produce a final Evaluation  Report which shall include a comprehensive list of the charges for the implementation of  the Change Request (“Change Request Charges”). Any Change Request Charges shall be  calculated in a manner consistent with Section 2.1.    (e) Both the Seller and Purchaser shall act in good faith in relation to Change  Requests, and shall not unreasonably withhold any consent, or cause any delay in relation to  them; provided that, notwithstanding anything to the contrary herein, the approving Party  shall have sole discretion regarding whether to provide Additional Transition Services which  were not performed by Seller or Purchaser for the Business at any time during the one  hundred eighty (180) day period prior to Closing. If the Seller and Purchaser cannot agree  upon a Change Request or the approving Party’s final Evaluation Report (including the  Change Request Charges), each of the Seller and Purchaser may refer the matter to be  resolved in accordance with Section 1.2.    (f) The Seller shall not have any obligation to commence work in connection  with any change to the approving Party Transition Services or any Additional Transaction  Services until the relevant Change Request and Evaluation Report has been agreed to by  each Party in writing.    ARTICLE X   MISCELLANEOUS    Section 10.1 No Third-Party Beneficiaries. This Agreement shall not confer any  rights or remedies upon any Person other than the Parties and their respective successors and  permitted assigns and, to the extent specified herein, their respective Affiliates.    Section 10.2 Entire Agreement. This Agreement (including the Annexes and  Schedule hereto), together with the Merger Agreement and any other documents delivered by  the Parties in connection herewith or therewith, constitutes the entire agreement between the  Parties with respect to the subject matter hereof and thereof and supersede any prior  agreements or understandings between the Purchaser, on the one hand, and the Seller, on the  other hand.    Section 10.3 Notices. All notices, requests, demands, claims and other  communications hereunder shall be in writing. Any notice, request, demand, claim or other  communication hereunder shall be deemed duly delivered four (4) Business Days after it is  sent by registered or certified mail, return receipt requested, postage prepaid, or one (1)  Business Day after it is sent for next Business Day delivery via a reputable nationwide  overnight courier service, in each case to the intended recipient as set forth below:    





 






  13     If to the Seller:       Customers Bank    701 Reading Ave    West Reading, PA 19611     Attention:    E-mail:  Copy to:      Attention: Facsimile: E-mail:  If to the Purchaser:            BM Technologies, Inc.      201 King of Prussia Road, Suite 240      Radnor, PA 19087  Attention:  Bob Diegel  Email: rramsey@customersbank.com  Copies to:    Nelson Mullins Riley & Scarborough, LLP  101 Constitution Ave, NW, Suite 900  Washington DC 20001  Attention: Jonathan Talcott   Email: jon.talcott@nelsonmullins.com      Any Party may give any notice, request, demand, claim, or other communication  hereunder using any other means (including personal delivery, expedited courier, messenger  service, ordinary mail, or electronic mail), but no such notice, request, demand, claim or other  communication shall be deemed to have been duly given unless and until it actually is  received by the party for whom it is intended. Any Party may change the address to which  notices, requests, demands, claims and other communications hereunder are to be delivered by  giving the other Parties notice in the manner herein set forth.    Section 10.4 Amendment; Waiver. Subject to ARTICLE IX and Sections 1.4 and  10.10, any provision of this Agreement may be amended or waived if, and only if, such  amendment or waiver is in writing and signed, in the case of an amendment, by both Parties,  or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure  or delay by any Party in exercising any right, power or privilege hereunder shall operate as a  waiver thereof nor shall any single or partial exercise thereof preclude any other or further  exercise thereof or the exercise of any other right, power or privilege.    Section 10.5 Severability. Any term or provision of this Agreement that is invalid  or unenforceable in any situation in any jurisdiction shall not affect the validity or  enforceability of the remaining terms and provisions hereof or the validity or enforceability of  the offending term or provision in any other situation or in any other jurisdiction. If the final  judgment of a court of competent jurisdiction declares that any term or provision hereof is  invalid or unenforceable, the Parties agree that the body making the determination of  invalidity or unenforceability shall have the power to reduce the scope, duration or area of the  term or provision, to delete specific words or phrases, or to replace any invalid or  unenforceable term or provision with a term or provision that is valid and enforceable and  





 






  14   that comes closest to expressing the intention of the invalid or unenforceable term or  provision, and this Agreement shall be enforceable as so modified.    Section 10.6 Binding Agreement; Assignment. No Party may assign either this  Agreement or any of its rights, interests, or obligations hereunder without the prior written  approval of the other Party, which written approval shall not be unreasonably withheld,  delayed, or conditioned. Notwithstanding the foregoing, this Agreement, and all rights,  interests and obligations hereunder, may be assigned, without such consent, by either Party  to an Affiliate thereof or an entity that acquires all or substantially all of such Party’s or such  Affiliate’s business or assets. This Agreement shall be binding upon and inure to the benefit  of the Parties and their respective successors and permitted assigns.    Section 10.7 Governing Law. This Agreement and any disputes hereunder shall be  governed by and construed in accordance with the internal laws of the Commonwealth of  Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether  of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the  application of laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.    Section 10.8 Submission to Jurisdiction. Subject to Section 1.2 hereof, each of the  Parties to this Agreement (a) agrees that all actions arising out of or relating to this Agreement  or any of the transactions contemplated by this Agreement shall be heard and determined in  the Federal Courts of the United States of America or the courts of the Commonwealth of  Pennsylvania, (b) irrevocably consents to submit itself to the exclusive jurisdiction and venue  of such courts in any action, (c) agrees that all claims in respect of such action shall be heard  and determined in any such court, (d) agrees that it shall not attempt to deny or defeat such  personal jurisdiction by motion or other request for leave from any such court, and (e) agrees  not to bring any action arising out of or relating to this Agreement or any of the transactions  contemplated by this Agreement in any other court. Each of the Parties hereto waives any  defense of inconvenient forum to the maintenance of any action so brought and waives any  bond, surety or other security that might be required of any other Party with respect thereto.  Any Party hereto may make service on another Party by sending or delivering a copy of the  process to the Party to be served at the address and in the manner provided for the giving of  notices in Section 10.3. Nothing in this Section 10.8, however, shall affect the right of any  Party to serve legal process in any other manner permitted by law.    Section 10.9 Waiver of Jury Trial. To the extent permitted by applicable law,  each Party hereby irrevocably waives all rights to trial by jury in any action (whether based  on contract, tort or otherwise) arising out of or relating to this Agreement or the transactions  contemplated hereby or the actions of any Party in the negotiation, administration,  performance and enforcement of this Agreement. Each Party (a) certifies that no  Representative of the other Party has represented, expressly or otherwise, that such Party  would not, in the event of any action, seek to enforce the foregoing waiver and (b)  acknowledges that it and the other Party have been induced to enter into this Agreement, by  among other things, the mutual waiver and certifications in this Section 10.9.      





 






  15   Section 10.10 Force Majeure. If either Party is prevented from complying, either  totally or in part, with any of the terms or provisions of this Agreement by reason of fire,  flood, storm, strike, lockout or other labor trouble, any law, order, proclamation, regulation,  ordinance, demand or requirement of any governmental authority, riot, war, terrorist act,  rebellion or other causes beyond the reasonable control of such Party, or other acts of God (a  “Force Majeure Event”), then, upon written notice to the other, the affected provisions and/or  other requirements of this Agreement shall be suspended or reduced by an amount consistent  with reductions made to the other operations of such Party affected by the Force Majeure  Event during the period of such disability and the affected Party shall have no liability to the  other in connection therewith. Each Party shall use reasonable commercial efforts to remove  such disability within fifteen (15) days of giving notice of such disability.    Section 10.11 Mutual Drafting. This Agreement is the mutual product of the Parties,  and each provision hereof has been subject to the mutual consultation, negotiation, and  agreement of each of the Parties, and shall not be construed for or against any Party. Each Party  acknowledges and represents that it has been represented by its own legal counsel in connection  with the transactions contemplated hereby, with the opportunity to seek advice as to its legal  rights from such counsel.    Section 10.12 Headings. The headings in this Agreement are for convenience of  reference only and will not affect the construction of any provisions hereof.    Section 10.13 Conflicts. To the extent any term or provision of the Merger Agreement,  or any other document or other agreement executed in connection with the Merger Agreement,  is in conflict with any term or provision of this Agreement or any Annex or Schedule hereto,  the terms and provisions of this Agreement and the Annexes or Schedules hereto shall govern  solely to the extent of any such conflict. To the extent any term or provision of this Agreement  is in conflict with any term or provision of any Annex or Schedule hereto, the terms and  provisions of the Annex or Schedule hereto shall govern solely to the extent of any such  conflict.    Section 10.14 Counterparts and PDF Signature. This Agreement may be signed in  any number of counterparts, each of which shall be an original, with the same effect as if the  signatures thereto and hereto were upon the same instrument. The electronic transmission of  any signed original counterpart of this Agreement shall be deemed to be the delivery of an  original counterpart of this Agreement.    Section 10.15 Interpretation. For purposes of this Agreement, (a) the words  “include,” “includes” and “including” shall be deemed to be followed by the words “without  limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,”  “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise  requires, references herein: (x) to Articles, Sections, Schedules and Exhibits mean the Articles  and Sections of, and Schedules and Exhibits attached to, this Agreement; (y) to an agreement,  instrument or other document means such agreement, instrument or other document as  amended, supplemented and modified from time to time to the extent permitted by the  provisions thereof and (z) to a statute means such statute as amended from time to time and  





 






  16   includes any successor legislation thereto and any regulations promulgated thereunder. This  Agreement shall be construed without regard to any presumption or rule requiring construction  or interpretation against the Party drafting an instrument or causing any instrument to be  drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an  integral part of, this Agreement to the same extent as if they were set forth verbatim herein.    [End of Text; Signature Page Follows]                                                                          





 






    IN WITNESS WHEREOF, the Parties hereto have executed this Transition Services  Agreement as of the date first written above.             BM TECHNOLOGIES, INC.        By: /s/ Luvleen Sidhu                                                     Name: Luvleen Sidhu      Title: Chief Executive Officer           CUSTOMERS BANK        By: /s/ Richard Ehst  Name: Richard Ehst  Title: President and Chief Executive Officer     Seller  Services Coordinator:  James Collins  73 Old Dublin Pike  Doylestown PA 18901  (267) 356-0105    Purchaser  Services Coordinator:  Robert Diegel  201 King of Prussia Rd  Suite 350  Radnor, PA  19087  484-986-7790    [Signature Page to Transition Services Agreement]  





 






       ANNEX A  SELLER TRANSITION SERVICES    Seller, itself and/or by and through its Affiliates, shall provide or cause to be provided  to Purchaser the following Seller Transition Services in the manner set forth below:    I. Type of Service: Accounting Services   A.  Scope of Accounting Services    1. Forward BMT vendor invoices and annual tax and business registration filings  received by the Seller after Closing.    2. Provide continuity for accounts payable for vendor related payments during the  transition period.    3. Assist Purchaser with establishing its own SOX Auditing discipline.    4. Assist Purchaser with technical and transitional advice in the following areas:     • Any regulatory financial filings required of financial institutions,   • Preparation of GAAP financial statements to meet any investor, SEC, or  other external financial reporting requirements including associated audits,   • Design of internal accounting financial reports,  • Preparation for and planning related to Purchaser’s assessment on the  effectiveness of internal controls over financial reporting,   • Assist in general ledger separation or migration, and  • Providing other accounting advice and consulting services as requested by  Purchaser.     5. Assist Purchaser with advice and consulting services to establish and sustain  necessary financial support of the acquired business including establishing interest  rate risk policy, measuring interest rate risk, budgeting and forecasting, crafting the  capital policy, developing capital plan and monitoring tools, developing liquidity  policy, developing liquidity targets, developing liquidity management reports and  tools, and other non-accounting financial support as needed.     6. Accounting / Finance Transition services received from Seller:   • SEC and Regulatory Reporting  • General Ledger  • Accounts Payable  • Prepaids  • Fixed Assets  • Human Resources/Payroll  





 






    • Cash Management    B. Duration of Accounting Services  The service period applicable to the Seller Transition Services set forth in this Annex  shall begin on the Closing Date and end on the Termination Date unless terminated by  Purchaser in accordance with Section 6.2 of the Agreement.    II. Type of Service: Legal Services    A.  Scope of Legal Services    1.   Third-Party Vendor Contracts   • Assist Purchaser with the identification and separation of third-party  vendor contracts supporting both Seller and Purchaser.  • Assist Purchaser with the legal review of in-process third-party vendor  contracts and all related contract documents.    • Assist Purchaser with the legal review of in-process college  disbursement agreements.    • Assist Purchaser with the legal review of in-process new initiative  contracts.  • Assist Purchaser with the legal review of in-process white-label  partnership agreements.  • Assist Purchaser with the legal review of in-process commercial real  estate leases applicable to Purchaser.    2.  Legal Process  • Provide transition assistance for the receipt, review and handling of legal  subpoenas, levies, writs, garnishments, and bankruptcies applicable to  the Purchaser’s business.   • Assist Purchaser, if necessary and requested by Purchaser, in responding  to applicable legal process requests and communicating with law  enforcement agencies when necessary.    3.  General Corporate Governance and Legal Counsel  • Assist Purchaser, if necessary and requested by Purchaser, with  completing documentation regarding state business licensing.  • Assist Purchaser with the establishment and transition to its own insider  trading policy/compliance program, whistleblower policy/red flag  reporting program and other necessary corporate governance policies.  • Assist Purchaser with litigation management for open litigation and  regulatory matters involving Purchaser.  • Assist Purchaser with knowledge transfer of SEC Section 16 filings.  • Provide general legal advice to Purchaser where legally permitted and  applicable.     





 






    4.  Insurance  • Assist Purchaser with transition to Purchaser’s own insurance  program/policies.   • If necessary and requested by Purchaser, assist Purchaser with  submitting insurance claims where permitted and applicable.  • Provide guidance and advice to Purchaser for the setup and maintenance  of its insurance portfolio.  • Provide transition guidance and advice to Purchaser for establishing  insurance requirements on third-party vendor and college contracts.  • Assist Buyer in establishing and maintaining relevant certificates of  insurance.  • Assist Buyer in establishing and maintaining statement of values for  Purchaser’s leased properties.  • Provide insurance advisement where applicable and requested by  Purchaser.    5.  Intellectual Property   • Assist Purchaser with the identification and transition of intellectual  property, to include trademarks, service marks and patents.    6. Advisory Services   • Provide transitional advice to Purchaser with respect to the transfer of  customer agreements.   • Provide transitional advice relative to any attestations required of Seller  under Title IV regulations.   • Legal assistance with the transfer of contracts, third-party relationships, and  other customer-related agreements.      7.         Transition Services  • Provide access to and copies of records related to open Department of  Education matters.        B.  Duration of Legal Services  The service period applicable to the Seller Transition Services set forth in this Annex  shall begin on the Closing Date and end on the Termination Date unless terminated by  Purchaser in accordance with Section 6.2 of the Agreement.    III. Type of Service: Third Party Risk Management (TPRM)    A.  Scope of TPRM Services    Vendor management, contract management, being a subject matter expert, and acting as a  liaison between subject matter experts (“SMEs”), the business unit (“BU”), and vendors.     





 






    1. Third Party Contracts  • Where applicable, assist Purchaser with negotiating third-party vendor  contracts.    • Provide transition services to assist Purchaser with periodic third-party  vendor reviews.           2. Third Party Due Diligence  • Assist Purchaser with establishing a TPRM review function including: risk  identification, risk mitigation strategies, and assisting with contract review  efforts to reduce BMT’s risk exposure.   • Assist Purchaser with third-party due diligence efforts and the facilitation of  subject matter expert (SME) reviews.  • Assist Purchaser with the development of a fully independent third-party  risk management program.    B.  Duration of TPRM Services  The service period applicable to the Seller Transition Services set forth in this Annex  shall begin on the Closing Date and end on the Termination Date unless terminated by  Purchaser in accordance with Section 6.2 of the Agreement.    IV. Type of Service: Team Member Services (“TMS”)    A.  Scope of TMS Services    1.  TMS Strategy and General  • Assist Purchaser with succession planning, leadership competencies  development and the implementation of on-line learning tools.  • Assist Purchaser with the preparation of an employee handbook, Code of  Conduct and related TMS policies.  • If requested by Purchaser, assist with the identification and implementation  of a Human Capital Management System (i.e. iCIMS).  • Provide guidance and transition assistance to Purchaser in the areas of  talent management, recruitment and merit planning.  • Provide support and guidance to Purchaser in the area of required TMS  reporting.    2.  TMS Risks/Compliance/Audit Management  • Assist Purchaser with establishing an HR risk management and compliance  program with a focus on (i) planning; (ii) employee benefits (e.g. 401K);  (iii) employee relations; (iv) affirmative action plan; and (v) relevant HR  program-related audits.  





 






      3.  Compensation/Benefits/Payroll  • Assist Purchaser with transitioning to an appropriate payroll system and  time entry system.  • Provide transition services and assistance to Purchaser in the areas of  compensation and the development of an employee stock purchase plan.  • Provide transition support to Purchaser in the area of benefits planning and  administration, provider support, workers compensation and the  development of a health and welfare plan.  • Assist Purchaser with establishing and administering its 401K Program.  • Provide transition support to Purchaser in the areas of performance  management planning,  implementation, coaching activities and policy  administration.    B.  Duration of TMS Services  The service period applicable to the Seller Transition Services set forth in this Annex   shall begin on the Closing Date and end on the Termination Date unless terminated by   Purchaser in accordance with Section 6.2 of the Agreement.    V. Type of Service: Credit and Lending Services    A.  Scope of Credit and Lending Services    • Processing - Assist Purchaser with provider selection and transitioning the  process of end to end loan origination, loan servicing and collections for  personal loans, student refinancing and credit cards and changes to credit  policies.  • Provide Assistance to Purchaser with transition of Lending related  administrative services, including monitoring and oversight of Lending  programs, researching and responding to external auditors and credit  reporting processes.  • Assist Purchaser with establishing independent documentation and  governance surrounding consumer lending policy and compliance issues.   • Assist Purchaser with coordinating changes to policies; marketing material  approvals; compliance and legal for lending matters including the T-Mobile  BYOD program.    B.  Duration of Lending Services  The service period applicable to the Seller Transition Services set forth in this Annex  shall begin on the Closing Date and end on the Termination Date unless terminated by  Purchaser in accordance with Section 6.2 of the Agreement.    





 






    VI. Type of Service: Care Center    A.  Scope of Care Center Services    During transition period, Seller to provide to Purchaser, if reasonably requested and on an  as-needed basis:    • Communication support for call center connectivity;  • Phone network services support including conference call lines;  • Complaint management and escalation services;   • Support and research for deposit services (such as wire, ACH, and other  money movement involving Seller’s systems);  • Digital support for onboarding services; and  • Advisory services for BSA Compliance.     B.  Duration of Care Center Services  The service period applicable to the Seller Transition Services set forth in this Annex  shall begin on the Closing Date and end on the Termination Date unless terminated by  Purchaser in accordance with Section 6.2 of the Agreement.    VII. Type of Service: Audit    A.  Scope of Audit Services     Upon divestiture, and through the TSA period, Internal Audit would still provide    support to Purchaser the following services:  • Transitional managerial guidance and advise on oversight to assist  Purchaser’s Audit team in establishing a complete and sustainable audit  program.  • Assist Purchaser’s team to Coordinate efforts with outsource audit  companies, (if applicable).  • Assist Purchaser’s Audit team to complete the remaining audits on the  2019/2020 BMD audit plan and current 2020/2021 BMD audit plan.  • Perform necessary risk assessments of Purchaser in establishing a banking  partnership relationship.   • Assist Purchaser’s audit team to develop an appropriate internal audit plan.  This includes an audit risk assessment from which the annual audit plan is  developed.  • Assist Purchaser with transitioning and establishing/maintaining systems  and controls (i.e. TeamMate® software) for it use.  • Provide transitional support in the execution of the 2021 Purchaser audit  plan.    B.  Duration of Audit Services  





 






     The service period applicable to the Seller Transition Services set forth in this Annex   shall begin on the Closing Date and end on the Termination Date unless terminated by   Purchaser in accordance with Section 6.2 of the Agreement.    VIII. Type of Service: Business Resilience    A.  Scope of Business Resilience Services    Assist Purchaser in the following areas for transitioning and ongoing continued  sustainability of the Business Resilience Plan include disaster recovery, business  continuity and all related contingency planning.  The Seller will assist the Purchaser in  establishing a program that will be a holistic management process that identifies potential  impacts that threaten the enterprise and provides a framework for building resilience with  the capability for an effective response.     • Assist Purchaser in facilitating the transition of a Crisis Management Plan  (CMP).   • Assist in reviewing annually and suggest updates, as necessary.    • During the TSA period, assist in provisioning of the Everbridge Emergency  Communication System database.  • Assist Purchaser with ensuring that the BCP/BIA documentation,  is  transitioned to the Purchaser.   • Provide transition assistance to Purchaser with facilitating its BCP &  Testing; assist in planning, maintenance and testing with each business  unit; Assist in Coordinating an annual review with plan owners.   • Assist Purchaser in the transition of:  a. Scheduling, planning, facilitating, and documenting all disaster  recovery and communications testing.  b. Updating the BMD & T-Mobile disaster recovery runbooks.  a. All testing documentation; Disaster Recovery Runbooks; The Crisis  Management Plan; The Pandemic Incident Response Plan; Annual  Update/Executive Summary.   • Incident Response.    B.  Duration of Business Resilience Services  The service period applicable to the Seller Transition Services set forth in this Annex   shall begin on the Closing Date and end on the Termination Date unless terminated by   Purchaser in accordance with Section 6.2 of the Agreement.    IX. Type of Service: Technology    A. Scope of Technology Services   Consulting  





 






    • Provide Subject matter experts consulting hours to support the development  of an enterprise Information Technology (IT) structure and associated  staffing plan; assist in the staffing of the new IT team; assist in the  development of an Enterprise Resource Management (ERM/ERP)  architecture; support the development and build-out of various primary and  secondary computer environments and software applications and provide  cut-over support for tasks such as data migration.     • A RACI shall be established within the first thirty (30) days of the start of  this agreement. This RACI shall clearly define areas of responsibility for  all parties.       Email  • During transition period, Seller will maintain email accounts and access to  email accounts for Transferred Employees, under the appropriate and  separate domain for the new entity.   • Provide ability for “auto response” for inbound emails to notify sender of  new email addresses and forward inbound emails to new Purchaser email  accounts.  • In accordance with Seller’s data retention policies, maintain historical  email files to allow customer requested research, customer complaint  related research and regulatory inquiries. Seller data retention policies are  subject to change.     Technology Operations  • During transition period, maintain and support back office systems and  underlying infrastructure (i.e. security systems) that are in place at the  Closing Date and used by the Purchaser’s employees until Purchaser  establishes replacement systems.     • Provide transitional updates of all current patch management, until all  applications are migrated off of Seller’s systems and on to Purchaser’s  controlled systems.     • Data extracts and configuration information or system clones, as  determined by the Migration Plan, will be supplied for systems where data  and configuration information has been agreed to be migrated to Purchaser.  A comprehensive list of applications and data will be provided pursuant to  this Annex.    • Active Directory configuration for folder access control and distribution list  management.    





 






    • Complete Salesforce feature requests placed prior to closing, provide  training on Salesforce administrative tasks.    Governance  • During the transition, a member of the Purchaser’s transition team will be  invited to appropriate sections of the Seller’s change management and  strategic initiatives meetings for the environment and supporting systems  changes.     • Seller will assist Purchaser in defining its governance process with  Purchaser to support changes to the application environment and software  for Purchaser. Purchaser will have final say on all software and  environment issues related to the Purchaser’s business providing such  decisions do not have material impact to seller.           Audit  • Seller will provide transition support during the performance of all current  audit schedules for the SSAE16 and SOX audits on the applicable back  office BankMobile environment.    • Support Purchaser-initiated technology audits.    B. Duration of Technology Services    The service period applicable to the Seller Transition Services set forth in this Annex  shall begin on the Closing Date and end on the Termination Date unless terminated by  Purchaser in accordance with Section 6.2 of the Agreement.    X. Type of Service: Information Security    A.  Scope of Information Security Services    Assist Purchaser in establishing and maintaining and ongoing sustainable Information  Security Program.  The program will be a holistic management process that identifies and  manages potential impacts that threaten the enterprise and provides a framework for an  effective Information Security Management approach. Seller will:     Provide assistance and guidance to Purchaser to (1) meet industry best practices for such  Safeguards, and (2) complies with all Applicable Laws and Compliance matters. Seller  will:     





 






    • Assist with the monitoring and assessment risks and guide Purchaser to  take action around the sufficiency of any safeguards to control such risks.   • Assist with the review the scope of security measures when a material  change in Purchaser’s business practices occurs that may reasonably  implicate the security or integrity of records containing Bank Customer  Information.   • Assist with the implementation and maintenance of information Safeguards  to control the risks Purchaser identifies through risk assessment, regular  testing, and otherwise monitoring the effectiveness of the Safeguards’ key  controls, systems, and procedures to confirm the  information security  program is operating in a manner that is reasonably calculated to prevent  and detect unauthorized access to or use or disclosure of Seller Customer  Information.  • Assist with vulnerability scanning (Tenable), and Incapsula/Imperva for the  Marketing websites.  • Assist with transition services for systems, as facilitated by Information  Technology, transition of processes, activity related to Purchaser’s  environment, including all policies and procedures used to govern  Purchaser’s activity.  • Provide appropriate level of electronic copies of all records related to  audits, risk assessments, Information Security reviews, control access  reviews, examination records of Purchaser’s environment.    B.  Duration of Information Security Services  The service period applicable to the Seller Transition Services set forth in this Annex  shall begin on the Closing Date and end on the Termination Date unless terminated by  Purchaser in accordance with Section 6.2 of the Agreement.    XI. Type of Service: Compliance    A.  Scope of Compliance Services    Assist Purchaser in establishing and maintaining an appropriate and  sustainable  Compliance Management Program.  The program will be a holistic management process that  identifies and manages potential compliance issues related to the program and provides a  framework for an effective Compliance management approach. Seller will:     • Transfer electronic copies of all records related to compliance audits, risk  assessments, and summary of examination records, if applicable and as  permitted by law.  • Assist Purchaser with the completion of planned compliance audits for  2021.  





 






    • As reasonably requested by Purchaser and as needed, provide advice on  consumer compliance related matters.  • Provide access to training tools if permitted by Seller’s  Compliance  training and education vendor.  • Assist Purchaser with transition of Compliance monitoring and testing.   • Provide BSA Managerial transition services to Purchaser’s BSA team.  • As reasonably requested by Purchaser, provide advice on banking matter  complaints related to Care, email and/or social media channels.    B.  Duration of Compliance Services   The service period applicable to the Seller Transition Services set forth in this Annex   shall begin on the Closing Date and end on the Termination Date unless terminated by   Purchaser in accordance with Section 6.2 of the Agreement.    XII.     Type of Service: Risk Services    A.  Scope of Risk Management Services  Assist Purchaser in the following areas for establishing and maintaining and ongoing  sustainable Risk Management and Mitigation Program.  The program will be a holistic  management process that identifies and manages potential impacts that threaten the  enterprise and provides a framework for an effective approach tied to Purchasers Risk  Appetite. Seller will provide the following:     • Assist Purchaser with establishing its Risk Management Plan and  appropriate environment that meets the spirit of the banking partnership  between Purchaser and Seller.  • Assist with completing current efforts and changes underway between the  Purchaser and Seller.  • Seller will assist Purchaser, if requested, in establishing its governance  oversight.  • Seller will provide other ERMC transition Services, as needed, and agreed  to by the Parties.  B.  Duration of Risk Services  The service period applicable to the Risk Management Transition Services set forth in  this Annex shall begin on the Closing Date and end on the Termination Date unless  terminated by Purchaser in accordance with Section 6.2 of the Agreement.    XIII. Facilities and Physical Security Services  A. Scope of Facilities/Security Services   1. Third Party Vendor Contracts, Leases   





 






    • Assist Purchaser with identification and separation of applicable third- party contracts supporting both Seller and Purchaser.  • Assist Purchaser with facilitating transition of applicable real estate leases  and landlord information and renewals and rent payments.   • Assist in transitioning all CAM reconciliation, landlord/tenant issues or  concerns.  • Assist with transitioning of Purchaser’s space located in Seller locations i.e.  Newtown Square, Langhorne, Phoenixville if/when Purchaser is ready to  vacate Seller premise.   • Assist Purchaser with facilitating transition of furniture and fixtures and   negotiate in good faith the sale to Purchaser of any Seller-owned office  furniture, office equipment or security equipment deemed necessary to  Purchaser’s business.   • Assist in coordination of transfer of information, documentation related to  generator, HVAC repairs (Radnor) and general maintenance of Purchaser’s  leased facilities.   • Assist in transferring the Procurement of supplies and goods, services   • Facilitate transfer of the Iron Mountain document management program.      2. Team Members   • Facilitate transition of seating assignments, space planning and  coordinating team member moves.   • Assist Purchaser with transitioning work order requests (routine and  emergency requests).  • Facilitate transfer of invoicing, billing under control of Purchaser.  • Assist Purchaser in the transfer of new hires/terminations, for Access  control, ID card badge premise access/alarm access and removals, fire  alarm monitoring and dispatch of LE as needed.  • Assist the Purchaser in the transfer of physical controls (keys), service  requests in regard to security, intranet portal requests, and risk  assessments.   • Assist in facilitating the transfer of documentation of all SOX reporting -  high security room control/access, audit reporting and requests.  • Assist the Purchaser in the transferring of DVR/NVR  administration/CCTV equipment.   • Continue to assist and transition to the Purchaser the procedures and  handling of threat calls; facilitating transition of documentation and letter  templates, assist with transferring to appropriate business unit  TMS/employee issues/terminations.   • Assist Purchaser in transitioning determined threats to life and property  and respond where applicable and communicating with law enforcement  agencies when necessary.    • Provide general security/facility advice/information to Purchaser where  legally permitted and applicable to do so.     





 






    3. Facilities  • Assist Purchaser with transitioning  of business mail and shipping of  documents and equipment.  • Assist Purchaser with the transitioning of security/building management,  fire, vendor control and monitoring, vendor issues/management,   • Assist Purchaser with transitioning power and network outage  information.   • Assist Purchaser with the transitioning of risk assessments of facilities and  penetration testing.  • Assist Purchaser with the transitioning of Disaster Recovery and Business  Resilience, Crisis Management and Incident Response.   • Assist Purchaser with the transitioning of the emergency call list, On-call  dispatch and email/call notifications to dispatch appropriate parties, I.E.  law enforcement, fire department and or other emergency services.             





 






    ANNEX B  PURCHASER TRANSITION SERVICES      Purchaser, itself and/or by and through its Affiliates, shall provide or cause to be  provided to Seller the following Purchaser Transition Services in the manner set forth below:    I. Type of Service: Legal Services     A. Scope of Legal Services   Upon Seller’s request, Purchaser will assist Seller’s Legal Team in connection with  matters related to open regulatory consent orders, litigation, legal process and other legal- related matters involving the Seller that are directly related to Purchaser and its  operations.    II. Type of Service: Compliance Services     A. Scope of Compliance Services   Upon Seller’s request, Purchaser will assist Seller’s Compliance Team in connection with  matters related to open regulatory matters, and will continue with and to the extent  necessary, establish ongoing compliance measures equivalent to or exceeding the Seller’s  own and will provide monitoring and reporting as reasonably required by the Seller to the  extent that such is directly related to Purchaser and its operations.  Purchaser also agrees  to address concerns identified by the Purchaser or the Seller in a timely manner and  provided that such concerns are both reasonable and material.    III. Type of Service: Information Reporting Services     A.        Scope of Information Reporting Services   Within 60 days of the Effective Date, Purchaser and Seller will agree on the format and  frequency of various reports and data elements needed by Seller that are directly related  to Purchaser and its operations during the TSA period. Purchaser will produce this  information in an accurate and timely matter.  .   IV. Facilities and Physical Security Services    A. Scope of Facilities Services     Purchaser shall cooperate with Seller by providing copies of all documents pertinent to:  • Third-party facilities-related vendor contracts.   • Vendor process requests.  • Portal requests for service.  • General Corporate Physical Security Governance (SOX Compliance  Environmental Security Policy) and legal facility matters i.e.: leases, rents.  • Insurance for vendors and 3rd party contractors.  





 






    • All reports/documentation requested to facilitate investigations.    V. Scope of Business Resilience Services     Purchaser shall cooperate with Seller by providing copies of all documents pertinent to:  • Third-party vendor contract documentation for assisting in review of new  and current vendors.  • Any all reporting of outages, screenshots, summaries of incidents.  • Crisis management notification.  • Provide audit/Fed exam documentation on request.  • All information requested for assisting in the updating of all Run Books.  • Provide test and exercise results (documentation, screenshots) for all  business resilience testing and exercises.    VI. Duration of Purchaser Transition Services     The service period applicable to the Purchaser Transition Services set forth in this  Annex shall begin on the Closing Date and end on the Termination Date unless  terminated by Purchaser in accordance with Section 6.2 of the Agreement.