Exhibit 10.3


 


DEPOSIT PROCESSING
SERVICES AGREEMENT


 


THIS DEPOSIT PROCESSING SERVICES AGREEMENT
(this “Agreement”) is entered into as of this 4th day of January, 2021 (“Effective Date”)
by and between Customers Bank (“Bank”), a Member of the Federal Reserve System with its principal place of business
at 99 Bridge St., Phoenixville, PA 19460, and BM Technologies, Inc. (“BMT”), a Delaware corporation with its
principal place of business at 201 King of Prussia Road, Suite 240, Radnor, PA 19087. BMT and Bank are hereinafter referred to,
collectively, as the “Parties,” and individually each as a “Party.”


 


RECITALS


 


Bank is a Member of the Federal Reserve
System that, among other things, offers and maintains personal deposit accounts for customers.


 


BMT is engaged in the business of white
label banking, (also known as Banking as a Service or “BaaS”) and banking platform technology (“FinTech”).
Through the BaaS model, BMT partners with chartered banks and non-chartered FinTech companies to provide the technology and banking
compliant infrastructure to allow partners’ employees, prospects and customers to benefit from accelerated money movement,
unique rewards and incentives as well as attractive deposit products (and other financial services products), including but not
limited to the servicing and delivery of personal deposit and loan accounts with customized features to such partners.


 


The Parties desire to work together to
establish and maintain Bank personal deposit accounts in connection with such customized programs offered by BMT.


 


NOW, THEREFORE, in consideration
of the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereto agree as follows:


 


SECTION I

DEFINITIONS


 


1.1 Certain
Definitions. As used in this Agreement, the following terms have the definitions indicated.


 


“Applicable Law” means all applicable
federal and state statutes, regulations, judicial decisions, rules, orders and requirements, of a Regulatory Authority as such
statutes, regulations, requirements, or orders, may be amended or in effect from time to time during the term of this Agreement.


 


“BMT FinTech” means all proprietary
software owned or licensed by BMT and made available to Bank pursuant to this Agreement and/or pursuant to a separate license agreement
by and between the Parties, including, but not limited to, its mobile and web-based applications, user interface, data systems,
databases, financial and banking processes, and related systems and processes used and operated by BMT in connection with its online
banking system for retail and commercial Banking and financial services.


 


“Card” means a debit card or
other electronic access device issued by third party financial institution to a Depositor for purposes of accessing the Depositor
Account.


 


“Complaint” means an oral or
written statement or inquiry from a Customer, or his or her representatives, expressing dissatisfaction about products and/or services
offered by Bank and serviced by BMT, including those in conjunction with a Third-Party Provider, and regulatory correspondence,
including but not limited to federal and state authorities.


 






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“Complaint Log” means a report
which is prepared monthly by BMT for each calendar month listing all Complaints received by BMT during the prior calendar month
and the disposition of prior Complaints during the prior calendar month. The Complaint Log shall include, without limitation, the
date the Complaint was received, the channel of receipt (telephone, email, specific agency such as the FDIC or Better Business
Bureau), the date the Complaint was responded to, a description of the issues raised in the Complaint, and a description of the
resolution of the Complaint.


 


“Escalated Complaints” means
(i) Complaints filed by, or forwarded from, any federal or state regulator; (ii) Complaints filed with any government official
– federal, state or local; (iii) Complaints with specific allegations of discriminatory practices; (iv) Complaints with specific
allegations suggesting the Servicer or Purchaser has engaged in an unfair, deceptive, or abusive act or practice; (v) Complaints
with specific allegations of fraudulent practices, in each case, with respect to loan servicing; or (vi) Complaints alleging violations
of consumer protection laws or regulations.


 


“Depositor” means a current
customer of BMT who has entered into a Depositor Agreement.


 


“Depositor Account” means a
personal deposit account that is held by Bank in the name or for the benefit of a Depositor pursuant to a Depositor Agreement.


 


“Depositor Agreement” means
the agreement that governs the relationship among Bank, BMT and a Depositor and prescribes the terms and conditions under which
the related Depositor Account is established, maintained and used, and all related disclosures provided with respect thereto.


 


“Depositor Program” means the
administration and processing operation of Depositor Accounts pursuant to the Depositor Agreement.


 


“Durbin Exempt” means financial
institutions in the exempt category that have been determined to have, together with their affiliates, reported assets of less
than $10 billion, and therefore are exempt from the interchange fee standards under 12 CFR Part 235.


 


“FDIC” means the Federal Deposit
Insurance Corporation or any successor entity.


 


“Fees” means all fees and charges
generated from the use of the Depositor Accounts, including any Card usage, interchange, and miscellaneous fees.


 


“Financial Transaction(s)”
means a Depositor Account transaction involving the withdrawal of funds from or the deposit of funds to a Depositor Account.


 


“Graphic Standards” means all
standards, policies, and other requirements adopted by Bank from time to time with respect to use of its Marks.


 


“Issuer Network Assessments”
means domestic assessments, cross-border volume fees, transaction processing fees, and other related fees, net of rebates and incentives,
assessed by the payment card or ATM networks (or any similar entities) on Bank for providing transaction processing and other payment-related
products and services.


 


“Joint Oversight Policies”
means the policies and procedures as to be agreed to by the Parties, as may be amended from time to time.


 


“Mark” means trade names, trademarks,
service marks and logos, whether or not registered.


 






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“Material Adverse Effect” means
a change, effect, event, or circumstance that would have, individually or in the aggregate, a material adverse change in, as the
case may be, the assets, liabilities, financial position, or results of operations, prospects, or business conditions of a Party,
taken as a whole.


 


“Net Interchange Fees” means
the total of all interchange revenue (net of any Issuer Network Assessments) received from payment card networks in connection
with the use of Cards.


 


“Network” means Allpoint, MasterCard,
VISA, Cirrus, Plus, and/or any similar electronic payment processing system over which Financial Transactions with respect to debit,
credit and prepaid cards are captured, authorized, processed, and settled.


 


“Network Rules” means the laws
and/or operating rules of any Network, as may be amended from time to time and provided to BMT in writing.


 


“OFAC” means the U.S. Department
of Treasury’s Office of Foreign Assets Control.


 


“Regulatory Authority” means
any local, state, or federal agency, office, or supervising entity, or any other authority having jurisdiction over Bank or BMT,
in such a manner as to impact the operations or activity being contemplated under this Agreement.


 


“Solicitation Material” means
all advertisements, brochures, applications, telemarketing scripts, point of purchase displays, packaging, television advertisements,
radio advertisements, electronic web pages, electronic web links, and any other type of advertisement, marketing material, or interactive
media developed, launched, or distributed for purposes of marketing or promoting a Depositor Program.


 


“Supervisory Objection” has
the meaning set forth in Section. 7.2(d).


 


“Term” has the meaning set forth in Section
7.1.


 


“Higher Education” means an
educational institution wherein BMT offers its student refund and other disbursement services.





 






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SECTION II


OBLIGATIONS AND COVENANTS


 


2.1 General
Intent. It is the intent of the Parties to offer Bank deposit accounts to potential customers through partnerships with various
Higher Education clients and select white label and private marketing relationships in conjunction with other customized products
and services offered by BMT. As set forth herein, BMT, on behalf of Bank, will provide setup, processing, reporting, customer care
and other administrative services including, but not limited to, customer services, with respect to those Depositor Accounts, and
Bank will establish and maintain the Depositor Accounts opened by such customers.


 


2.2 Specific
Obligations of BMT. BMT shall be responsible for the following obligations in accordance with Joint Oversight Policies, Network
Rules, and Applicable Law.


 


		(a)	Contracts with Higher Education Clients.
From time to time, BMT may enter into agreements with Higher Education clients to provide the services and products to them
and/or their students, faculty, staff, alumni, and/or other related parties. As part of such agreements, and using Solicitation
Materials approved by Bank, BMT shall make available to the Higher Education clients and/or their students, faculty, staff, alumni,
and/or other related parties to the Depositor Program, including Depositor Accounts, BMT shall manage such relationships with
the Higher Education clients on an ongoing basis and shall process any Depositor Accounts under the Depositor Program.



 


		(b)	Contracts with White Label Partners. From time to time, BMT may enter into agreements with private and public
companies to provide white label banking technology platform, loan and deposit account origination and other financial products
and services to the partner and/or their employees, prospects and customers. As part of such agreements, and using Solicitation
Materials approved by Bank, BMT shall make available the Depositor Program, including Depositor Accounts and services, BMT shall
manage such relationships with the white label partners on an ongoing basis and shall process any Depositor Accounts at the discretion
of its bank partners under the Depositor Program.



 


		(c)	Operations of Depositor Program. BMT, directly or pursuant to contracts with third party service providers, shall
provide for all necessary operations of the Depositor Program, in accordance with Schedule 2.2, including the necessary management,
financial expertise, staff, and software needed to conduct the Depositor Program, excluding all Bank staff, systems, networks,
utilities, software, and hardware.



 


		(d)	Master Account Recordkeeping. BMT will provide the appropriate reports and supporting documentation necessary
for Bank to make entries to an account established by Bank for such purpose to (i) reflect the Financial Transactions to the Depositor
Accounts and (ii) maintain such necessary records to establish a Depositor Account for each individual Depositor with sufficient
detail as required by Applicable Law to assist in ensuring that the Depositor Accounts qualify for FDIC insurance.



 


		(e)	Verification of Customer Identity. BMT, consistent with policies and procedures that shall be developed by BMT
shall be responsible for the collection and verification of such Depositor information as is necessary to (1) verify Depositor
identity and complete appropriate Office of Foreign Assets Control validation and (ii) to satisfy the customer identification program
requirements applicable to insured depository institutions found in 31 C.F.R. Chapter X. For the avoidance of doubt, Bank hereby
acknowledges that BMT’s policies and procedures in place relating to the verification of customer identity as referenced
in the preceding sentence are approved as of the Effective Date. Bank shall approve, in its sole discretion all such policies and
procedures.



 


		(f)	Depositor Account Recordkeeping. BMT shall be responsible for the processing of all transactional activity in
connection with the Depositor Accounts, including: (i) ACH and wire transfer transactions initiated at the direction of Depositors;
(ii) deposits to Depositor Accounts (via ACH, mail, wire transfers, and direct credits from Higher Education clients (including
disbursement funds from the Higher Education clients to recipients individually identified to BMT and identified by BMT to Bank)).;
and (iii) coordinating and providing support for payments made from Depositor Accounts, including payment by check, debit card,
and electronic payment.



 



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		(g)	Check Production and Card Management. BMT shall be responsible for the following:



 


		i.	arranging for the production of all checks and/or Cards provided to Depositors in connection with any Depositor Account, including
the manufacturing, printing, and distribution of all checks and/or Cards including providing the Depositor Agreement related thereto,
identifying third party financial institutions as. the Card issuer on each Card and the related Depositor Agreement, and including
such other names and Marks as may be required to conform to Graphic Standards, Applicable Law, Joint Oversight Policies, and the
Network Rules;



 


		ii.	handling and distributing, or having arranged for the handling and distributing of Cards and/or checks as necessary; and



 


		iii.	managing all security aspects of the Cards.



 


		(h)	Document Retention. Consistent with Applicable Law, Joint Oversight Policies or Network Rules, BMT shall retain
on behalf of Bank such potential Depositor’s application, all supporting information and documentation, and any reports
prepared therefrom, as provided by Applicable Law, the Joint Oversight Policies, and the Network Rules, and shall at all times
be available to Bank in electronic form promptly upon request.



 


		(i)	Compliance with Law and Regulation. BMT shall develop, implement, and maintain internal controls reasonably designed
to ensure regulatory compliance at all times with Applicable Law including providing Bank with applicable fraud-related information
to assist Bank with its Bank Secrecy Act/Anti-Money Laundering obligations and maintaining necessary tax documentation for Depositors
(as applicable), maintaining an appropriate regulatory compliance training program, and ensuring the ongoing oversight of third
parties for compliance with Applicable Law to identify areas of improvement, weaknesses, and trends that may identify non-compliance
with applicable laws and/or agreed upon contracts.



 


		(j)	Banking Services. Bank will act as a correspondent to enable BMT to provide banking services including wire processing
services, ACH processing services, onboarding, fraud, check processing services, network BIN sponsorship services and ATM sponsorship
in connection with the Depositor Program. BMT shall be responsible for all costs, fees and expenses incurred in connection with
its responsibilities under this Agreement to obtain banking services through such third-party financial institutions.



 


		(k)	Marketing and Advertising. BMT shall work with the Higher Education and white label clients for marketing the
Depositor Program to end users, in accordance with the terms and conditions of the client agreement. In all cases, Bank will have
final authority and approval for all Solicitation Materials.



 


		(l)	Alternative Durbin-Exempt Banks. BMT shall use its best efforts to find alternative Durbin-Exempt banks for such
Depositor Accounts as soon as practicable after the execution of this Agreement.



 






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2.3 Specific
Obligations of Bank. Bank shall perform the following obligations in accordance with the Joint Oversight Policies, Network
Rules, the Depositor Agreement and Applicable Law:


 


		(a)	Sponsorship into money movement channels. Bank will sponsor BMT into Fed, money movement, card networks and other
associations necessary to enable BMT to provide services described herein to its clients and end users. If the Parties determine
that it is necessary to obtain a separate routing/transit number, solely with respect to the Depositor Program, Bank shall cooperate
with BMT in its efforts to transfer a routing/transit number from a third party financial institution which may include working
with BMT and one or more of its existing bank partners to transfer an existing routing/transit number(s), including by entering
into any required agreements to facilitate the continued use of existing routing/transit number(s) and, if necessary, obtain and
maintain a separate routing/transit number in connection with the Depositor Program.



 


		(b)	Deposit Insurance. Bank shall ensure that its FDIC deposit insurance remains in full force and effect so that
the Depositor Account of each Depositor qualifies for FDIC deposit insurance, subject to FDIC rules and regulations, in the Depositor’s
individual right and capacity, either on a pass-through or direct basis. Bank shall bear all costs associated with providing this
insurance.



 


		(c)	Availability of Checks. Bank shall permit BMT to make payable through in connection with certain Depositor Accounts
to be made available to each Depositor through BMT, with which Depositors may draw against their Depositor Accounts, and Bank shall
permit these payable through check transactions when properly drawn on the Depositor Accounts based on funds available in the Depositor
Accounts, all in accordance with any Depositor Agreement.



 


		(d)	Availability of Cards. Bank shall sponsor BMT in accordance with Card Network rules to (i) permit the Depositor
Accounts to be linked to Cards issued by a third party financial institution available to Depositors serviced by BMT allowing Depositors
to execute Card transactions based on funds available in the Depositor Accounts in compliance with applicable Network Rules and
(ii) permit the Card transactions made by Depositors based on funds available in the Depositor Accounts and applicable Network
Rules.



 


		(e)	ATM Operations. BMT is solely responsible for managing an ATM network and will ensure that network is serviced,
maintained, settled and monitored in accordance industry standard practices for ATMs. Notwithstanding the foregoing, Bank shall
provide the cash on deposit at appropriate levels for designated BMT ATMs at no cost to BMT.



 


		(f)	Interest Expense Banking Services. Bank will bear the full costs of any interest paid to Depositors in the Depositor
Program. BMT shall administrate the calculation and crediting of funds to the accounts on behalf of the bank



 


2.4 Compliance
Obligations. Each Party shall perform its respective obligations under this Agreement pursuant to Applicable Law. Each Party
shall possess and maintain at all times all licenses, permits, approvals, and registrations required by Applicable Law and the
Joint Oversight Policies to perform its obligations pursuant to this Agreement. Each Party, at its own expense, shall be responsible
for obtaining any and all regulatory approvals related to the transactions contemplated herein, and shall use its respective best
efforts to obtain all such regulatory approvals and cooperate with the other Party to facilitate the procurement of all such regulatory
approvals.


 






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 2.5 Handling of Complaints.
BMT shall notify Bank of any and all complaints related to a Depositor Account received in connection with the Depositor Program
from a Regulatory Authority, and shall promptly respond to and resolve such complaints as instructed by Bank. In addition, BMT
shall cooperate with Bank in assessing and evaluating the frequency, nature, or underlying causes for any consumer complaints,
and preventing the recurrence thereof. Each notice regarding a Depositor or third-party complaint shall include the name and address
of the complainant, a brief summary of the complaint, the date upon which such complaint or inquiry was received, and BMT’s
proposed resolution thereof.


 


(a) Tracking Complaints.
BMT shall track Complaints related to the bank. The tracking requirements of this clause (a) shall apply to all Complaints, whether
received orally or in writing, including those delivered by email or other electronic media, and shall include a description of
the nature of the Complaint and BMT’s response thereto. BMT shall provide Bank with a copy of the Complaint Log for each
calendar month on or before the tenth (10th) day of the following calendar month. Escalated Complaints shall be reported to the
Bank within two (2) Business Days of BMT being notified of such Escalated Complaint. If Bank is named in the Escalated Complaint,
BMT shall notify Bank promptly after receiving such Escalated Complaint and BMT will identify in the Complaint Log which Escalated
Complaints specifically name Bank. BMT shall maintain an internal procedure to ensure that all Complaints are tracked and responded
to appropriately in accordance with generally accepted practices related to the deposit processing services, and shall provide
Bank with evidence thereof upon request.


 


(b) BMT Complaint Responses.
With respect to each Escalated Complaint in which Bank is named, BMT shall forward each proposed response to Bank for review prior
to sending the response to the Person that made the Escalated Complaint. Bank shall have three (3) Business Days from receipt of
BMT’s proposed response to mutually agree upon each such proposed response with the Bank. If Bank and BMT cannot mutually
agree upon a response within three (3) Business Days, then BMT may send the response to such Complaint in such form, and when,
it deems necessary or appropriate. The final written response to any Complaints shall be maintained in such a manner that Complaints
can be promptly identified by BMT. Without limiting any other obligations of BMT to provide responses to Complaints as provided
herein, upon Bank’s request, BMT shall provide Bank with electronic copies of all final written responses to Complaints.


 


(c) Recording and Monitoring of Servicing-Related
Telephone Calls. With respect to the recording and monitoring of servicing-related telephone calls with consumers, BMT
shall:


 


i)  retain
recordings of such telephone calls for a period of at least one (1) year from the date on which such telephone calls were recorded;
and


 


(ii) permit Bank, upon request, to listen
to a sampling of such recorded telephone calls or provide unredacted recorded calls to the bank upon request.


 


(d) Personnel Training. BMT
shall, at all times during the term of this Agreement, ensure that all personnel involved in the servicing are appropriately and
currently trained in all aspects of their respective duties.


 


● During the course of Bank’s
review, Bank may request additional documentation from BMT. This information is to be gathered and provided upon request within
established timeframes or within timeframes to satisfy regulatory requests.


 


●  If appropriate, Bank may
request that BMT issue fee refunds and an apology letter/email to be sent to complaining consumer. All copies of
documentation for the refund and the apology letter/email should be saved with the relevant complaint folder.


 






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2.6 Approvals
of Solicitation Materials. All Solicitation Materials shall be submitted to Bank in advance for Bank’s prior written
approval (which approval (i) may be granted or withheld in Bank’s sole discretion, and (ii) shall be provided within two
(2) business days) and, as necessary, the approval of any third parties. BMT shall not release, launch, or distribute any Solicitation
Materials in any form without having first obtained confirmation Bank approvals. Notwithstanding the foregoing, the Parties agree
that non-material changes to the approved Solicitation Materials including, but not limited to, the name of a University, the logo
of such entity and related items shall not require the approval of Bank. The content of all Depositor Agreements, shall be subject
to Bank’s prior written approval (which approval (i) may be granted or withheld in Bank’s sole discretion, (ii) shall
be provided within two (2) business days and (iii) may not be unreasonably withheld, conditioned or delayed) and the approval of
any applicable third parties to the extent expressly required. Notwithstanding Bank’s approval of the form or content of
a Depositor Agreement, Bank shall have the right, in its sole and absolute discretion, from time to time, with reasonable advance
notice, if possible, to require alterations to or amendments of, or provide a substitute for, the Depositor Agreement (each a “Revision”
and, collectively, “Revisions”) thereof in the event that (1) Bank reasonably determines that Applicable Law, Joint
Oversight Policies, or Network Rules require such Revision, (ii) either Party receives any written demand or order from a court,
Regulatory Authority, or a Network, mandating that such Revisions must be implemented, or (iii) either Party receives or becomes
aware of an actual or threatened legal claim based upon or in any way related to the affected portion of the Depositor Program.
Bank shall notify BMT in writing of any required Revisions, and, unless otherwise directed by Bank, BMT shall within the timeframe
set forth by Applicable Law (i) incorporate said Revisions into such Depositor Agreement and/or Solicitation Materials as may be
distributed thereafter, and (ii) distribute replacement Depositor Agreements incorporating the Revisions to all Depositors who
had received prior versions of the Depositor Agreement. Bank hereby acknowledges that it approves the current version of the Deposit
Agreement.


 


2.7 Access
to BMT Reports. BMT shall provide Bank with access to all reports, and such services as Bank requests, to facilitate settlements,
balance and reconcile Depositor Accounts, monitor for fraudulent Financial Transactions, comply with Bank’s Bank Secrecy
Act and OFAC obligations, and otherwise monitor regulatory compliance, BMT shall keep accurate, complete, and up to date records
on behalf of Bank of (1) the identity of each Depositor and the steps taken to verify such identity; (ii) all charges, Financial
Transactions, and fees that have been made or charged Depositor, and (iii) such other information as may from time to time be required
by Bank, the Joint Oversight Policies, or Applicable Law (collectively, the “Required Records”), BMT shall retain all
Required Records for a minimum time period as mandated by Applicable Law, Joint Oversight Policies or the Network Rules. All Required
Records shall be accurate, and to the extent presenting financial information, kept in a manner that is consistent with accounting
standards and designed to fairly present the information set forth therein. BMT shall provide Bank access to any and all Depositor
Program related records, including, but not limited to, Required Records that Bank reasonably requests in connection with compliance
with Bank’s obligations under Applicable Law and/or Joint Oversight Policies, which policies shall substantially be consistent
with Applicable Law.


 


2.8 Right
to Audit. Bank shall have the right, at its own expense, to conduct periodic audits of BMT. Bank may select an independent
third-party auditor to conduct such audits, Such audits, in Bank’s and/or the auditor’s discretion, may include an
on-site inspection of the respective facilities and a review of documents, contracts, hardware and software systems, security systems,
policies, procedures, and books and records of BMT and such third parties. Such audits may be conducted during business days upon
reasonable advance notice. BMT agrees to cooperate with such audit and provide copies or access to such documents, information,
and BMT personnel as reasonably necessary or helpful for the auditor to conduct such audit. In exercising its rights under this
paragraph, Bank and its representatives shall take reasonable steps to avoid disruption of the business of the audited party. BMT
shall provide to Bank such information as Bank may reasonably request regarding BMT and the Depositor Program, for purposes of
performing a periodic due diligence and/or compliance review as permitted by Applicable Law and the Joint Oversight Policies.


 


2.9 Examination
by Regulatory Authorities. BMT shall permit any Regulatory Authority with supervisory authority over Bank to inspect, audit,
and examine the facilities, records, and personnel relating to the Depositor Program to ensure compliance with Applicable Law at
any time during normal business hours upon reasonable notice. BMT shall permit any such Regulatory Authority to make abstracts
of any such records directly pertaining to the subject matter of this Agreement during such an inspection, audit, or examination.


 






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2.10  Other
Agreements Not Precluded. This Agreement shall not preclude BMT from entering into similar agreements to provide deposit processing
services to other banks or financial institutions, nor shall it preclude Bank from providing products or services to providers
of other depositor programs generally through Bank’s own marketing efforts or through the marketing efforts of other third
parties. BMT shall have the right to offer additional products and services to Depositors in BMT’s sole discretion. Bank
shall not solicit BMT’s customers for any reason unless such customers were customers of Bank prior to becoming customers
of BMT, Notwithstanding the foregoing, the Parties acknowledge that this Section shall not preclude general solicitations by Bank
such as mass mailing, media, arid otherwise not specifically targeted at Depositors.


 


2.11  Joint
Program Management Committee. No later than thirty (30) days after the Effective Date, each Party shall designate individuals
to serve on a standing joint program management committee (“Joint Program Management Committee”) which shall meet (including
through participation by telephone or other electronic means) at least quarterly during the time this Agreement is in effect, at
such times and places as the members of the Joint Program Management Committee shall agree. The initial members of the Joint Program
Management Committee shall be designated in writing by each Party, which may change its designated individuals for the Joint Program
Management Committee at, any time and from time to time. The purpose of the Joint Program Management Committee will be to review
and discuss the effectiveness of the Depositor Program as a whole and the policies and procedures implemented to ensure compliance
with this Agreement, Applicable Law, Joint Oversight Policies, and the Network Rules, All members of the Joint Program Management
Committee shall exercise reasonable diligence and shall cooperate fully with other members of the Joint Program Management Committee
in carrying out the purposes and functions of such committee. Each Party shall pay for its own expenses incurred with respect to
its participation in the Joint Program Management Committee.


 


2.12  Joint
Oversight Policies and Reporting. The Parties shall use best efforts and work together in good faith to reach an agreement
on the terms of the Joint Oversight Policies and BM Reporting Requirements on, or prior to, sixty (60) days after the Effective
Date, unless otherwise mutually agreed upon by the Parties.


 









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SECTION III


COMPENSATION


 


3.1 Bank
Compensation. As its sole source of compensation for performance of all obligations pursuant to this Agreement, Bank shall
retain any and all revenue it may generate from the investment of the funds held in the Depositor Accounts. Ancillary services
required for the Depositor Program shall be included services and not generate additional compensation for Bank.


 


3.2 BMT
Compensation. As consideration for the processing services and other services BMT is providing under this Agreement, Bank shall
pay to BMT the fees as set forth on Schedule 3.2. Fees shall include, without limitation, Servicing Fees and Interchange
Fees as defined in Schedule 3.2. In addition, BMT will have the right to retain all revenue generated by or from the Depositor
Accounts, including, but not limited to, fees and all other miscellaneous revenues. BMT shall also retain all fees, and charges
generated by its ATMs and from its payment processing services.


 


SECTION IV


REPRESENTATIONS OF BANK


 


Bank represents and warrants as follows:


 


4.1 Organization,
Good-Standing and Conduct of Business. Bank is a banking corporation, duly organized, validly existing and in good standing
under the laws of Pennsylvania, and has full power and authority and all necessary governmental and regulatory authorization to
own its properties and assets and to carry on its business as it is presently being conducted.


 


4.2 Corporate
Authority. The execution, delivery, and performance of this Agreement have been duly authorized. No further corporate acts
or proceedings on the part of Bank are required or necessary to authorize this Agreement.


 


4.3 Binding
Effect. When executed, this Agreement will constitute a valid and legally binding obligation of Bank, enforceable against Bank
in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws
now or hereafter in effect relating to rights of creditors of FDIC-insured institutions or the relief of debtors generally; (ii)
laws relating to the safety and soundness of depository institutions; and (iii) general principles of equity.


 


4.4 Non-Contravention
and Defaults; No Liens. Neither the execution or delivery of this Agreement, nor the fulfillment of, or compliance with, the
terms and provisions hereof, will (i) result in a material breach of the terms, conditions, or provisions of, or constitute a default
under, or result in a violation of, termination of, or acceleration of the performance provided by the terms of, any agreement
to which Bank is a party or by which it may be bound; (ii) violate any provision of any law, rule or regulation; or (iii) violate
any provisions of Bank’s Articles of Incorporation or Bylaws,


 


4.5 Necessary
Approvals. No consent, approval, authorization, registration, or filing (excluding any such filings with the U.S. Securities
and Exchange Commission) with or by any governmental authority, foreign or domestic, is required on the part of Bank in connection
with the execution and delivery of this Agreement or the consummation by Bank of the transactions contemplated hereby.


 


4.6 Liabilities
and Litigation. There are no claims, actions, suits or proceedings pending or, to Bank’s knowledge; threatened against
Bank, at law or in equity, before or by any Federal, state, municipal, administrative or other court, governmental department,
commission, board, or agency, an adverse determination of which could have a Material Adverse Effect on the business or operations
of Bank, and Bank knows of no basis for any of the foregoing, There is no order, writ, injunction, or decree of any court, domestic
or foreign, or any Federal or state agency affecting Bank or to which Bank is subject.


 






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4.7 Disclosure.
Neither Bank nor any principal of Bank has been subject to any administrative or enforcement proceedings commenced by any Regulatory
Authority, or any restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive
practice on the part of Bank or any principal thereof For purposes of Section 4.7, the word “principal” shall include
any executive officer or director of Bank.


 


4.8 FDIC
Insurance. As of the Effective Date and during the term of this Agreement, Bank is FDIC-insured to the maximum extent permitted
under Applicable Law.


 


4.9 Well
Capitalized. As of the Effective Date and during the term of this Agreement, Bank is designated “Well Capitalized”
under the Prompt Corrective Action provisions of the Federal Deposit Insurance Act and all regulations and guidelines with respect
thereto.


 


4.10  Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND,
WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.


 


SECTION V


REPRESENTATIONS OF BMT


 


BMT represents and warrants as follows as of the
date hereof;


 


5.1 Organization,
Good-Standing and Conduct of Business. BMT is a corporation, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and has full power and authority and all necessary governmental and regulatory authorization to
own its properties and assets and to carry on its business as it is presently being conducted, except where lacking authority or
authorization would not have a Material Adverse Effect on BMT.


 


5.2 Corporate
Authority. The execution, delivery, and performance of this Agreement have been duly authorized. No further corporate acts
or proceedings on the part of BMT are required or necessary to authorize this Agreement.


 


5.3 Binding
Effect. When executed, this Agreement will constitute a valid and legally binding obligation of BMT, enforceable against BMT
in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws
now or hereafter in effect relating to rights of creditors or the relief of debtors generally and (ii) general principles of equity.


 


5.4 Non-Contravention
and Defaults; No Liens. Neither the execution or delivery of this Agreement, nor the fulfillment of, or compliance with, the
terms and provisions hereof, will (i) result in a material breach of the terms, conditions, or provisions of, or constitute a default
under, or result in a violation of, termination of or acceleration of the performance provided by the terms of, any agreement to
which BMT is a party or by which it may be bound, (ii) violate any provision of any law, rule or regulation, (iii) result in the
creation or imposition of any lien, charge, restriction, security interest or encumbrance of any nature whatsoever on any asset
of BMT, or (iv) violate any provisions of BMT’s Certificate of Incorporation or Bylaws.






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5.5 Necessary
Approvals. No consent, approval, authorization, registration, or filing (excluding any such filings with the U.S. Securities
and Exchange Commission) with or by any governmental authority, foreign or domestic, is required on the part of BMT in connection
with the execution and delivery of this Agreement or the consummation by BMT of the transactions contemplated hereby


 


5.6 Liabilities
and Litigation. Except as disclosed by BMT in writing to Bank, there are no claims, actions, suits, or proceedings pending
or, to BMT’s knowledge, threatened against BMT, at law or in equity, before or by any Federal, state, municipal, administrative,
or other court, governmental department, commission, board, or agency, an adverse determination of which could have a Material
Adverse Effect on the business or operations of BMT (including its ultimate ownership of the business), and BMT knows of no basis
for any of the foregoing, There is no order, writ, injunction, or decree of any court, domestic or foreign, or any Federal or state
agency affecting BMT or to which BMT is subject.


 


5.7 Disclosure.
Except as disclosed by BMT in writing to Bank, neither BMT nor any principal of BMT has been subject to any administrative or enforcement
proceedings commenced by any Regulatory Authority, or any restraining order, decree, injunction, or judgment in any proceeding
or lawsuit, alleging fraud or deceptive practice on the part of BMT or any principal thereof. For purposes of Section 5.7, the
word “principal” shall include any executive officer or director of BMT.


 


5.8  Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BMT DISCLAIMS ALL OTHER. WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.


 


SECTION VI


CONFIDENTIALITY; DATA PROTECTION; INTELLECTUAL
PROPERTY


 


6.1 General.
It is expected that the Parties will disclose to each other certain information, which may be considered confidential or proprietary
(“Confidential Information”), and each Party recognizes the value and importance of the protection of the other’s
Confidential Information.


 


6.2 Confidential
Information. Confidential Information owned solely by one Party and disclosed to the other Party shall remain solely the property
of the disclosing Party, and its confidentiality shall be maintained and protected by the other Party with at least the same effort
used to protect such other Party’s own confidential information of a similar nature. Except to the extent required by this
Agreement, each Party agrees not to duplicate in any manner the other’s Confidential Information or to disclose it to any
third party or to any of their employees not having a need to know for purposes of this Agreement, Each Party further agrees not
to use the other’s Confidential Information for any purpose other than the implementation of this Agreement. This
confidentiality provision extends to all information (whether oral, written, electronic, or otherwise) provided by either Party
(the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant hereto. Confidential Information
includes, without limitation, software, data, prototypes, design plans, drawings, financial information, or other business and/or
technical information, whether disclosed before or after the date of this Agreement. In addition, without limitation, and any provision
to the contrary in this Agreement notwithstanding, the names of, and any and all information regarding the Depositor Accounts or
other accounts belonging to, Depositors and potential Depositors is, and for all purposes shall be deemed to be, Confidential Information
belonging to both Parties as permitted by Applicable Law, subject to Bank’s rights to use such information according to the
terms of this Agreement. Except as otherwise provided herein, Confidential Information shall not include (i) information that is
now in the public domain, or that later enters the public domain, through no action of the Receiving Party in violation of this
Agreement or of any third party in violation of a duty owed to the Disclosing Party, (ii) information that the Receiving Party
can demonstrate was already in its possession at the time of its disclosure hereunder, and that was not acquired, directly or indirectly,
from the Disclosing Party on a confidential basis, (iii) information independently developed by the Receiving Party without reference
to, or the use of, any Confidential Information, or (iv) information that is lawfully received from sources other than the Disclosing
Party under circumstances not involving a breach of any confidentiality obligation. The Parties hereby acknowledge that BMT may
elect to request confidential treatment of certain provisions of this Agreement from the Securities and Exchange Commission including,
but not limited to, the pricing related provisions and exhibits as permitted by law and that the Parties will cooperate in order
to effect such request.








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Each Receiving Party shall hold Information
received by it in the strictest of confidence and shall not disclose it to any person or entity, other than the Receiving Party’s
officers, directors, employees, third party service providers, agents, consultants and legal advisors (collectively, “Representatives”),
without the Disclosing Party’s prior written consent, the Receiving Party shall share Confidential Information received hereunder
only with those of its Representatives as are reasonably necessary to enable the Receiving Party to accomplish the purposes of
this Agreement, and then only after advising such Representatives of the requirements of this Section and obtaining their agreement
to abide herewith as if they were original parties hereto. The Receiving Party shall be responsible for any breach of this Agreement
by its Representatives.


 


6.3 Ownership
of Confidential Information. All Confidential Information and all documents, diskettes, tapes, procedural manuals, guides,
specifications, plans, drawings, designs and similar materials, lists of present, past, or prospective customers, BMT proposals,
invitations to submit proposals, price lists and data relating to the pricing of products and services, records, notebooks, and
all other materials containing Confidential Information or information about concepts or ideas developed by or for a Disclosing
Party (including all copies and reproductions thereof) that come into a Receiving Party’s possession or control, whether
prepared by the Disclosing Party or others: (I) are the property of the Disclosing Party, and (ii) shall not be used by the Receiving
Party in any way other than in connection with fulfilling the purposes of this Agreement.


 


6.4 Return
of Confidential Information. Upon the written request of a Disclosing Party, which may be made at any time or from time to
time, a Receiving Party shall, and/or shall cause its Representatives to, promptly return or (at the Receiving Party’s election)
destroy all Confidential Information provided by the Disclosing Party. The Receiving Party is allowed to retain a copy of such
information for such period of time necessary to comply with its record retention policy, Applicable Law or Network Rules, In such
cases, the obligation to treat such information as confidential shall remain until such information may be destroyed in accordance
with the applicable policy or rule. In the event of such written request by a Disclosing Party, all documents, analyses, studies,
or other materials prepared by the Receiving Party or its Representatives that contain or reflect Confidential Information shall
be forwarded to the Disclosing Party and no copies thereof shall be retained except as may otherwise be required to be retained
pursuant to Applicable Law. Notwithstanding the foregoing, the Parties agree that (i) BMT owns and control any and all documents,
Confidential Information, and similar non-bank related information obtained through its relationships with Higher Education clients
as well as the BMT FinTech and shall not be required to return or destroy such information and (ii) both Parties shall have the
right to retain a copy of transaction history documents of the Depositors.


 


6.5 Required Disclosures. Should
a Receiving Party learn that it or its Representatives may, or will, be legally compelled to disclose Confidential Information
(whether by interrogatories, subpoenas, civil investigative demands, or otherwise) provided by a Disclosing Party hereunder, or
should a Receiving Party or its Representatives be requested to disclose such Confidential Information by a governmental authority
or agency, the Receiving Party shall promptly notify the Disclosing Party to the extent such notice is not prohibited by Applicable
Law. In addition, the Receiving Party shall inform the Disclosing Party of any developments with respect to such compulsion or
request. When time is of the essence, the Receiving Party may provide notice or updates orally, but must follow these communications
with written summaries. The Receiving Party shall reasonably cooperate with the Disclosing Party to enable the Disclosing Party
to obtain a protective order or other similar relief. If, in the opinion of legal counsel and in the absence of a protective order
or waiver by the Disclosing Party of compliance with this Section VI, the Receiving Party and/or its Representatives are legally
compelled to disclose Confidential Information, the Receiving Party and/or such Representatives shall disclose only so much of
the Confidential Information as is legally required. In any such event, the Receiving Party shall use its good faith efforts to
ensure that any Confidential Information so disclosed is accorded confidential treatment to the greatest extent possible. Notwithstanding
any provision to the contrary, each Party agrees and acknowledges that the other Party is permitted to announce the execution of
this Agreement and file this Agreement with the U.S. Securities and Exchange Commission along with any subsequent amendments to
this Agreement as required by Applicable Law.


 






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6.6 Injunctive
Relief. Each Party acknowledges that remedies at law may be inadequate to protect the other against actual or threatened breach
of the provisions of this Section. Without prejudice to any other rights and remedies available to a Party hereunder, each Receiving
Party hereby consents to the granting of injunctive relief in the Disclosing Party’s favor, without proof of actual damages,
in. the event of an actual or threatened breach hereof with respect to Confidential Information provided by such Disclosing Party.


 


6.7 Consumer
Information and Program Security. Each Party acknowledges that Applicable Law, including but not limited to the Gramm-Leach
Bliley Act of 1999, as amended, and the regulations promulgated thereunder (the Act and the regulations, collectively, the “GLB
Act”) impose certain obligations on financial institutions with respect to the confidentiality of customer data (collectively,
‘Protected ‘Information”). Regardless of whether BMT and/or its Representatives are otherwise subject to the
GLB Act, Bank and BMT and each of their respective Representatives shall fully comply with all requirements of the GLB Act or applicable
state laws with respect to any Protected Information received or accessed in connection with the Program, has implemented, and
shall continue to implement, support, and maintain, commercially reasonable security measures to secure against unauthorized access
and/or damage to Depositor information and other Protected Information (collectively, the “Security Measures”).


 


6.8 Written
Policies. BMT shall provide Bank with copies of written policies of BMT regarding the safeguarding the security of Protected
Information promptly upon Bank’s request, In addition to any other Security Measure, BMT and Bank shall maintain an Identity
Theft Prevention Program (the “IDTP”) designed to detect, prevent, and mitigate identity theft in connection with the
Depositor Program. The IDTP shall be designed to comply with the provisions of Applicable Law and the Joint Oversight Policies,
including, but not limited to, the federal banking agencies’ Interagency Guidelines on Identity Theft Detection, Prevention,
and Mitigation, 12 C.F.R. Part 30, App. B.


 


6.9 Breach.
Subject to the terms below regarding breaches with respect to Protected Information, BMT and Bank agree to promptly notify the
other Party by telephone as soon as possible after verification in the event either of them becomes aware of any intrusion, security
breach, unauthorized access to, or disclosure or use of any Protected Information that materially affects the security and integrity
of such Protected Information and promptly inform the affected Party of the nature of the security breach, material incursion,
or intrusion, what Protected Information has been or may be compromised, and the extent, if any, that such Protected Information
has been or may be compromised. In such a case, BMT or Bank, as applicable, will provide an appropriate response in consultation
with the other Party, which may include notification of Depositors and/or law enforcement. BMT or Bank, as applicable, shall keep
the other Party informed of the corrective measures taken and the time for completing such corrective measures:


 


6.10  Disaster
Recovery. Each Party shall prepare and maintain appropriate disaster recovery, business resumption, and contingency plans in
compliance with Applicable Law, and reasonably acceptable to the other Party. Such plans shall be sufficient to enable the Party
to promptly resume the performance of its obligations hereunder in the event of a natural disaster, destruction of such Party’s
facilities or operations, utility or communication failures, or similar interruptions of operations, or of any necessary third
party, Each Party shall make available to the other information related to its disaster recovery, business resumption and contingency
plans, as well as making available any material changes thereto. Each Party shall regularly test disaster recovery, business resumption,
and contingency plans as it deems reasonably appropriate and prudent in light of the nature and scope of the respective Party’s
activities and operations and its obligations hereunder. Such testing shall be conducted no less frequently than once per calendar
year, and each Party shall promptly provide the other Party with the results thereof upon request,


 






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6.11  Intellectual
Property Ownership and Licenses.


 


		(a)	Except for the licenses and other rights set forth
in this Agreement or set forth in a separate software license agreement by and between the Parties, each Party retains all right,
title, and interest in and to the intellectual property rights owned by it, and neither Party is granted any right, title, or
interest in or to the other Party’s intellectual property rights.



 


		(b)	In connection with the Depositor Program, either Party
(the “Licensor”) may grant the other (the “Licensee”) a non-exclusive, limited, royalty free license to
use and reproduce certain Marks owned by the Licensor to the extent necessary to enable the Licensee to perform its obligations
in accordance with this Agreement. The Licensee shall only use such Marks (i) in a manner that will not dilute the value of such
Mark, and (ii) in strict compliance with Applicable Laws, Joint Oversight Policies, Network Rules, and this Agreement. Any license
granted hereunder shall be subject to any applicable usage and style guides or limitations as from time to time provided by the
Licensor. Except as specifically set forth in this Subsection, no right, title, license, or interest in any Marks shall be granted
to the Licensee or shall be deemed to have been acquired by the Licensee by virtue of this Agreement. Prior to using a Mark licensed
hereunder, the Licensee shall provide written notice to the Licensor (a “Use Notice”) setting forth exemplars of the
intended design and a description of the intended use. Within five (5) calendar days of receipt of a Use Notice, Licensor shall
either approve the design and allow use, or identify the reason for withholding its approval. In the event that use is not approved,
the Parties shall cooperate to find an acceptable design and/or use. Licensee may not sublicense any use of the Marks of Licensor
without the prior written consent of Licensor in each instance, Any use of the Marks by Licensee (or any permitted sub-licensee)
and any goodwill associated therewith shall inure to the benefit of Licensor.



 


SECTION VII


TERM AND TERMINATION


 


7.1 Term.
This Agreement shall be in full force and effect beginning on the Effective Date and shall continue in effect until December 31,
2022. After December 31, 2022 this Agreement shall renew automatically for additional three (3) year terms unless either Party
gives written notice of non-renewal 180 days prior to the expiration of the then-current term; provided, however that this Agreement
may be terminated prior to the end of the initial term or any such renewal term as set forth in Section 7.2 (“Term”).


 


7.2 Termination. This Agreement
may be terminated prior to the end of a Term under the following circumstances:


 


		(a)	at any time upon the written agreement of the Parties,
specifying a mutually agreed upon termination date;



 


		(b)	by either Party upon the material breach by the other
Party of any covenant or provision required to be performed by it hereunder, if (i) a plan to cure such breach is not provided
by the breaching Party to the nonbreaching Party within thirty (30) days after receipt of written notice of such a breach from
the nonbreaching Party; (ii) such plan is provided by the breaching Party, but the breach is not thereafter cured in accordance
with such plan within sixty (60) additional days following the submission of the plan to the nonbreaching Party; and (iii) in
either case, following the expiration of the initial thirty (30) day period if (i) applies, or following the expiration of the
additional sixty (60) day period if (ii) applies, the nonbreaching Party shall have elected to terminate this Agreement by sending
to the Party in breach a written notice of termination, which notice shall specify the date upon which the termination shall take
effect;



 






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		(c)	by either Party in, the event of a Supervisory Objection
(as defined below) that, after going through the process described below, in either Party’s good faith judgment requires
such Party to terminate its obligations under this Agreement, such Party may terminate this Agreement upon sixty (60) days written
notice to the other Party or such shorter notice as may be required by a Regulatory Authority; provided, however, that
in the event either Party becomes aware of a Supervisory Objection, such Party shall, as soon as reasonably practicable and prior
to any termination by it of this Agreement, (i) provide the other Party, to the extent permitted by Applicable Law, with a written
certification from an officer of the Party summarizing such Supervisory Objection and (ii) with the reasonable cooperation of
such other Party, use its reasonable best efforts to respond to and challenge any such Supervisory Objection, including, if necessary,
proposing and implementing mutually agreed upon modifications to the Depositor Program that will satisfy the Regulatory Authority.
If the Parties cannot address the Regulatory Authority’s concerns to its satisfaction or the expenses associated in connection
with implementing modifications necessary to satisfy the Regulatory Authority will result in extreme economic hardship to either
Party, this Agreement may be terminated in accordance with the foregoing. As used herein, “Supervisory Objection”
means (i) an objection raised by an employee of a Regulatory Authority having the designation of examiner-in-charge or higher
and having supervisory authority over a Party that expresses the Regulatory Authority’s opinion, in writing, that one or
more provisions of this Agreement or the Depositor Program constitutes a material violation of Applicable Law, is unsafe or unsound,
or is otherwise unfair, deceptive, or abusive, (ii) any cease-and-desist or other similar formal order of a Regulatory Authority
or (iii) changes in the written treatment of Applicable Law by a Regulatory Authority;



 


		(d)	by BMT, upon 90 days’ written notice, (i) if
it obtains approvals to open or acquire a financial institution and desires to transfer Depositor Accounts to such institution,
or (ii) if BMT experiences a change of control, in which 50% or more of its capital stock changes ownership.



 


7.3 Effect
of Termination or Expiration. In the event of termination or expiration of this Agreement by any Party:


 


		(a)	Any amounts due and owing from one Party to the other
shall be promptly paid in full; and



 


		(b)	Sections I, III (to the extent payment obligations
remain outstanding), IV, V, VI, 7.3, XVIII, IX, X, XI and XII shall survive such termination and provided further, that any termination
hereof shall not preclude any Party hereto from recovering any legal or equitable damages or relief to which it is entitled.



 


SECTION VIII


TRANSFER OF DEPOSITOR ACCOUNTS


 


 8.1 Transfer of Deposits.
Upon the date of termination or expiration of this Agreement as provided in Section 7.1 or 7.2 of this Agreement or upon 180 days’
written request by BMT, Bank shall transfer the Depositor Accounts to an institution designated by BMT (the “Transfer”),
subject to the requirements of Applicable Law, the Depositor Agreement and any other applicable requirements. Any required approvals
shall be obtained as soon as practicable following the date notice of termination is given; provided, however, notwithstanding
anything in this Agreement to the contrary, Bank’s obligation to maintain the Depositor Accounts as provided in this Agreement
shall not terminate until any necessary approvals have been obtained. As part of the Transfer, Bank shall, to the extent permitted
or considered necessary or appropriate, transfer any BINs, routing numbers and other related identifiers used in connection with
the Depositor Accounts, and deliver any and all applicable information, account opening contracts and the like. The Parties shall
cooperate with each other on the issuance of necessary notices to Depositors and on all other matters necessary or appropriate
to a legal and efficient Transfer. Bank shall use best efforts to assist with the Transfer. Until the Transfer is complete, Bank
shall continue to provide all services under this Agreement if requested to do so by BMT, unless otherwise directed by a Regulatory
Authority.


 






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 8.2 Closing Deliveries and Documents.
Upon the consummation of the Transfer, the Parties shall deliver to each other such documents as are typical for such a transfer,
including contracts and officer’s certificates, appropriate adjustments for returned and uncollected
items shall be made, as appropriate, on a post-closing basis.


 


 8.3 Certain Transfer Matters.
Upon the Transfer, BMT or its designee shall be responsible for completing Forms 1099 and other tax reporting forms, if applicable,
for Depositors who were set up in connection with the Depositor Program, and other similar customer-related matters.


 


SECTION IX

INSURANCE


 


 9.1 General Liability Coverage. BMT shall, at
its sole expense, obtain and maintain throughout the Term, policies of commercial general liability insurance which may include
umbrella insurance, including contractual liability, having such terms and such limits as are reasonably required by Bank from
time to time, but in any event an aggregate limit of not less than Ten Million Dollars ($10,000,000), and a per occurrence limit
of not less than Ten Million Dollars ($10,000,000).


 


 9.2 Policy Requirements. Each insurance policy
required of BMT as set forth in 9.1 above shall (i) name Bank as an additional insured, (ii) by its terms, be considered primary
and noncontributory with respect to any other insurance carried by Bank, and (iii) be issued by an insurer having an A.M. Best’s
Key Rating Guide rating of A-IX or better. All insurance limits required hereunder may be met through a combination of primary
and umbrella/excess policies, BMT agrees to give Bank thirty (30) days’ prior written notice that such policy has been canceled
or materially changed.


 


 9.3 No Limitation of Liability. Neither the issuance
of any insurance policy required hereunder, nor the minimum levels of insurance coverage required herein, shall serve to limit
any liability otherwise accruing to BMT hereunder or in connection with the Depositor Program.


 


SECTION X


INDEMNIFICATION


 


10.1  Indemnification
by Bank. Bank shall indemnify and defend BMT and its parent, subsidiaries and affiliates, and its and their respective officers,
directors, employees, and permitted assigns, against any direct losses or expenses arising from any legal action, claim, demand,
or proceedings brought against any of them as a result of (a) any act of gross negligence, willful misconduct, or intentional tort
on the part of Bank or its agents, officers, or employees; (b) any alleged or actual material breach by Bank of this Agreement;
or (c) the authorized access and use by BMT of any Marks of Bank provided, however, Bank shall not be liable for any loss,
claim, damage, or liability with respect to which BMT is obligated to indemnify Bank pursuant to Section 10.2.


 






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10.2  Indemnification
by BMT. Excluding those situations in which Bank is obligated to indemnify and defend BMT under the provisions of Subsection
10.1, BMT shall indemnify and defend Bank and its parent, subsidiaries and affiliates, and its and their respective officers, directors,
employees, and permitted assigns, against any losses or expenses, direct, including regulatory claims and fines, arising
from (a) the gross negligence, willful misconduct, or intentional tort on the part of BMT or its agents, officers, or employees;
or (b) any alleged or actual material breach of this Agreement.


 


10.3  Indemnification
Procedure. If either Party (the “Indemnified Party”) becomes aware of any matter which may give rise to a claim
for indemnification (“Indemnification Claim”) against the other Party (the “Indemnifying Party”), the Indemnified
Party shall promptly notify the Indemnifying Party in writing; provided, however, that no delay on the part of the Indemnified
Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely
to the extent) the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party will have the right to assume the
defense of the third-party claim with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party
in such proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding, so long as (i) the Indemnifying
Party notifies the Indemnified Party in writing within thirty (30) days after the Indemnified Party has given notice of the indemnification
claim that the Indemnifying Party will indemnify the Indemnified Party in accordance with this Section, and (ii) the Indemnifying
Party conducts the defense of the third-party claim actively and diligently. The Indemnified Party also may retain its own separate
co-counsel at its sole cost and expense and participate in the defense of the claim. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party (i) if
such settlement involves any form of relief other than the payment of money or any finding or admission of any violation of any
law, regulation or order or any of the rights of any person or has any adverse effect on any other indemnification claims that
have been or may be made against the Indemnified Party or (ii) if such settlement involves only the payment of money, unless it
includes an unconditional release of such Indemnified Party of all liability on claims that are the subject of such proceeding.
The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified
Party from and against any Loss by reason of such settlement or judgment. The Indemnified Party may assume control of the defense
of any claim if (A) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity
to defend or provide indemnification with respect to such claim, (B) the Indemnified Party determines in good faith that there
is a reasonable likelihood that an indemnification claim would materially and adversely affect it or any other indemnitees other
than as a result of monetary damages that would be fully reimbursed by an Indemnifying Party under this Agreement, or (C) the Indemnifying
Party refuses or falls to timely assume the defense of such indemnification claim.


 


SECTION XI


LIMITATION OF LIABILITY


 


11.1  THE
AGGREGATE CUMULATIVE LIABILITY OF EACH PARTY WITH RESPECT TO THE OTHER PARTY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATED TO
THIS AGREEMENT WITH RESPECT TO CLAIMS RELATING TO EVENTS DURING THE TERM OF THIS AGREEMENT SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED
FIVE MILLION DOLLARS ($5,000,000). 11.2 NOTWITHSTANDING ANY OTHER PROVISION N THIS AGREEMENT, NEITHER PARTY SHALL HAVE ANY LIABILITY
TO THE OTHER PARTY FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOST PROFITS, BUSINESS INTERRUPTION, OR LOST DATA) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF
LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


 






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11.3  NOTWITHSTANDING
ANYTHING TN THIS AGREEMENT TO THE CONTRARY, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 11, INCLUDING, WITHOUT LIMITATION,
THE MONETARY LIMITATION SET FORTH ABOVE, SHALL NOT APPLY TO ANY CLAIMS ARISING OR RESULTING FROM (A) A PARTY’S BREACH OF
CONFIDENTIALITY OBLIGATIONS SET FORTH N SECTION VI; (B) INDEMNIFICATION OBLIGATIONS SET FORTH IN ARTICLE X; OR (C) A PARTY’S
FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


SECTION XII


MISCELLANEOUS PROVISIONS


 


12.1  Cooperation
and Access. The Parties shall reasonably cooperate in order to effect the transaction contemplated herein. The Parties hereby
agree to provide the other with full and complete access to their respective operations to the extent relating to the transactions
contemplated herein and all matters related thereto.


 


12.2  Arbitration.
Any dispute arising under this Agreement shall be referred to and resolved by arbitration in the Commonwealth of Pennsylvania,
in accordance with the rules of the American Arbitration Association, by a panel of three arbitrators, one of whom shall be selected
by BMT, one of whom shall be selected by Bank, and the third of whom shall be selected by the arbitrators selected by BMT
and Bank, A determination made in accordance with such rules shall be delivered in writing to the Parties hereto and shall be final
and binding and conclusive upon them. Each Party shall pay its own legal, accounting, and other fees and expenses in connection
with such an arbitration; provided, however, that the arbitrators may award arbitration costs, including legal, auditing, and other
fees and expenses to the prevailing party in the arbitration proceeding if the arbitrators determine that such an award is appropriate,


 


12.3  Relationship
of Parties. BMT and all of its agents and employees shall be considered independent contractors of Bank, and the Parties
shall take such action as may be reasonably necessary to ensure such treatment, Bank shall at no time have any right or interest
in the agreement(s) between BMT and the Higher Education clients and shall have no rights with respect to BMT customers except
those rights which derive from the Depositor Agreements or from other contracts or relationships having no relation to the Depositor
Program.


 


12.4  Entire
Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter contained herein
and there are no agreements, warranties, covenants, or undertakings, other than those expressly set forth herein. BMT and Bank
may enter into additional agreement for other products through separate agreements or amendments hereto.


 


12.5  Assignment.
Neither this Agreement nor any of the rights or obligations under this Agreement, may be assigned or delegated, in whole or in
part, by operation of law or otherwise, by any Party hereto without the prior written consent of the other Party hereto, and any
such assignment without such prior written consent shall be null and void; provided, however, a Party may assign any or all of
its rights and obligations under this Agreement to any of its Affiliates, but only to the extent that such assignment would not
result in an impairment of the other Party’s rights under this Agreement; and provided, further, that a Party may, without
the prior written consent of the other Party, assign all or any portion of its rights and obligations under this Agreement to an
affiliate or subsidiary. Subject to the preceding sentence, this Agreement shall be binding upon, shall inure to the benefit of,
and shall be enforceable by the Parties hereto and their permitted successors and assigns. No assignment shall relieve the assigning
Party of any of its obligations hereunder. For the purposes of this Agreement, “affiliate” is a person who is controlled
by or is under the common control of a Party, “control” being presumptively shown by a majority ownership and/or voting
interest.


 






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12.6  Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania without regard
to its conflict of laws rules.


 


12.7  Amendment
and Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of all of the Parties. Any
term, provision, or condition of this Agreement (other than that required by law) may be waived in writing at any time by the Party
which is entitled to the benefits thereof.


 


12.8  Force
Majeure. Neither Party shall be deemed to be in default hereunder or liable for any losses arising out of the failure, delay
or interruption of its performance of obligations under this Agreement due to any act of God, act of terrorism, act of public enemy,
war, riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond that Party’s reasonable
control.


 


12.9  Interpretation.
The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed
to be a part of this Agreement.


 


12.10  Notice.
Any notice to be given hereunder to the other Party, including any notice of a change of address, shall be in writing and shall
be deemed validly given if (a) delivered personally or (b) sent by express delivery service, registered or certified mail, postage
prepaid, return receipt requested or (c) sent by facsimile or email, as follows:


 


All such notices shall be deemed given
on the date of actual receipt by the addressee if delivered personally, on the date of deposit with the express delivery service
or the postal authorities if sent in either such manner, on the date the facsimile or email is sent if sent in such manner, and
on the date of actual receipt by the addressee if delivered in any other manner. Notwithstanding the foregoing, each Party shall
provide the other Party with a pre-notification of its intent to provide a notice hereunder, including, but not limited to, a notice
of termination, two (2) business days prior to the notice so that the parties can use reasonable efforts to coordinate any necessary
public disclosure of information.


 


12.11  Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, this Deposit
Processing Services Agreement is executed by the Parties’ authorized officers or representatives and shall be effective as
of the Effective Date.


 


	BM Technologies, Inc.
    (BMT)	 	Customers Bank (BANK)
	 	 	 
	By: 	/s/ Luvleen Sidhu	 	By: 	/s/ Richard Ehst
	Name: 	Luvleen Sidhu	 	Name: 	Richard Ehst
	Title: 	Chief Executive Officer	 	Title: 	President and Chief Executive Officer
	 	 	 
	Date: 	January 4, 2021	 	Date: 	January 4, 2021


 






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SCHEDULE 2.2


BMT DUTIES


 


[Schedules to this exhibit have been omitted
pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the
SEC upon request.]


 






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SCHEDULE 3.2


 


[Schedules to this exhibit have been omitted
pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the
SEC upon request.]


 


 


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