Item
1.01. Entry into Material Definitive Agreement
2021 Deposit Servicing Agreement Amendment
Reference
is made to Item 1.01 of the Current Report on Form 8-K of BM Technologies, Inc. (the “Company”) dated January 4, 2021
and filed with the Securities and Exchange Commission (“SEC”) on January 8, 2021 (the “January 2021 Form 8-K”)
describing that certain Deposit Processing Servicing Agreement (the “2021 Deposit Servicing Agreement”) between the
Company and Customers Bank, a bank chartered under the laws of the Commonwealth of Pennsylvania (“Customers Bank”),
which provides that Customers Bank will establish and maintain deposit accounts and other banking services in connection with customized
products and services offered by the Company, and the Company would provide certain other related services in connection with the accounts.
The initial term of that agreement was through December 31, 2022. The 2021 Deposit Servicing Agreement was filed as Exhibit 10.3 to the
January 2021 Form 8-K and is incorporated herein by this reference.
Reference
also is made to Item 1.01 of the Company’s Current Report on Form 8-K dated November 8, 2022 and filed with the SEC on November
8, 2022 (the “November 2022 Form 8-K”) describing Amendment No. 1 to the 2021 Deposit Servicing Agreement (“DSA
Amendment No. 1”), which, among other things, extended the termination date of the 2021 Deposit Servicing Agreement for six
months from December 31, 2022. DSA Amendment No. 1 was filed as Exhibit 10.1 to the November 2022 Form 8-K and is incorporated herein
by this reference.
On
March 22, 2023, the Company and Customers Bank entered into Amendment No. 2 to the 2021 Deposit Servicing Agreement (“DSA Amendment
No. 2”). DSA Amendment No. 2, among other things, extends the termination date of the 2021 Deposit Servicing Agreement until
the earlier of: (i) the transfer of the Company’s serviced deposits to a Durbin Exempt (as such term is defined in the 2021 Deposit
Servicing Agreement) sponsor bank; or (ii) June 30, 2024; and revises the fee structure of the 2021 Deposit Servicing Agreement. The other
terms of the 2021 Deposit Servicing Agreement, as amended by DSA Amendment No. 1, remain in effect through the new termination date.
The
foregoing summary of DSA Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to DSA Amendment
No. 2, a copy of which will be filed with the SEC as an exhibit not later than with the filing of the Company’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2023.
Effective
March 31, 2023, the 2021 Deposit Servicing Agreement will be amended as described below as a result of the Company and Customers Bank
having entered into that certain Deposit Processing Services Agreement date March 22, 2023 (the “2023 CB Deposit Servicing Agreement”),
which is further described below.
2023 CB Deposit Servicing Agreement
On March
22, 2023, the Company and Customers Bank entered into the 2023 CB Deposit Servicing Agreement, under which, effective March 31, 2023,
the Company will perform, on behalf of Customers Bank, Customer Bank’s services, duties, and obligations under the Private Label
Banking Program Agreement, dated February 24, 2017 (as amended, the “PLBPA”), by and between Customers Bank and T-Mobile
USA, Inc. (“TMO”) that are not required by Applicable Law (as defined in the 2023 CB Deposit Servicing Agreement)
to be provided by an FDIC insured financial institution.
The obligations
of the Company and Customers Bank under the 2023 CB Deposit Servicing Agreement are similar those under the 2021 Deposit Servicing Agreement;
provided, however, that: (i) as of March 31, 2023, the 2023 CB Deposit Servicing Agreement and not the 2021 Servicing Agreement shall
govern the terms, conditions, roles, responsibilities, duties, and obligations of the Company and Customers Bank with respect to the PLBPA
and the Depositor Accounts (as defined in the 2023 CB Deposit Servicing Agreement); (ii) the 2021 Deposit Servicing Agreement is amended
to the extent necessary or advisable to effect the same, including, without limitation, such that “Depositor” under the 2021
Deposit Servicing Agreement shall not include any TMO Customer (as defined in the PLBPA); and (iii) there is a different fee structure
under the 2023 CB Deposit Servicing Agreement from that set forth in the 2021 Deposit Servicing Agreement.
The initial term of
the 2023 CB Deposit Servicing Agreement continues until February 24, 2025, and will automatically renew for additional one year terms
unless either party gives written notice of nonrenewal at least 180 days prior to the expiration of the then-current term. The 2023 CB
Deposit Servicing Agreement may be terminated early by either party upon material breach, upon notice of an uncured objection from a regulatory
authority, or by the Company upon 120 days’ written notice upon the satisfaction of certain conditions. As compensation, Customers
Bank will retain any and all revenue generated from the funds held in the deposit accounts, and Customers Bank will pay the Company monthly
servicing fees set forth in the 2023 CB Deposit Servicing Agreement. In addition, the Company will have the right to retain all revenue
generated by or from the Depositor Accounts (as defined in the 2023 CB Deposit Servicing Agreement), including, but not limited to, fees
and all other miscellaneous revenues. The Company also shall retain all fees (including without limitation interchange fees), and charges
generated by its ATMs and from its payment processing services. The Company acknowledges and agrees that it will be solely liable for
any and all fees, expenses, costs, reimbursements, and other amounts that are or may become due and payable under the PLBPA, including,
without limitation, any Durbin-Exempt Interchange (as defined in the 2023 CB Deposit Servicing Agreement) fees payable to TMO under the
PLBPA. Customers Bank may set off any and all PLBPA Amounts against any compensation payable to the Company under the 2023 CB Deposit
Servicing Agreement.
The
foregoing description of the 2023 CB Deposit Servicing Agreement does not purport to be complete and is qualified in its entirety by the
terms and conditions of the 2023 CB Deposit Servicing Agreement, a copy of which will be filed with the SEC as an exhibit not later than
with the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
2023 FCB Deposit Servicing Agreement
On
March 16, 2023, the Company entered into that certain Deposit Servicing Agreement (the “2023
FCB Deposit Servicing Agreement”) with First Carolina Bank, a North Carolina chartered, non-member community bank (“FCB”),
which provides that FCB will establish and maintain deposit accounts and other banking services
in connection with customized products and services offered by the Company to its higher education clients, and the Company would provide
certain other related services in connection with the accounts.
Under the 2023 FCB Deposit
Servicing Agreement, the Company is required to reimburse FCB its direct costs to operate the Depositor Program (as defined in the 2023
FCB Deposit Servicing Agreement) including: any fees charged by the Federal Reserve Bank, ACH, wire, and other processing and transmission
fees, data processing (FIS) expenses (including Depositor Program implementation fees), Network assessment fees (net of any rebates or
incentives), check processing fees, ATM fees, and any other fees arising from the flow of funds to and from FCB related to Depositor Accounts;
provided that the Company will shall not be responsible for audit and regulatory fees with respect to the Depositor Program or for Federal
Reserve Bank or Network fees related to Depositor Accounts.
The initial term of the 2023 FCB Deposit
Servicing Agreement is for four years from March 16, 2023 and will automatically renew for additional two year terms unless either party
gives written notice of nonrenewal at least 120 days prior to the expiration of the then-current term. The 2023 FCB Deposit Servicing
Agreement may be terminated early by either party upon material breach, by either party upon notice that the continuation of the Depositor
Program violates Applicable Law or Network Rules (as defined in the 2023 FCB Deposit Servicing Agreement); by FCB if a regulatory authority
determined that the performance of its obligations under the 2023 FCB Deposit Servicing Agreement was not consistent with safe and sound
banking practices; by either party upon the other party commencing or being subject to certain bankruptcy proceedings; by the Company
should it experience a Change in Control on or after March 16, 2026; and by either party should the required regulatory approvals not
be obtained on or before July 15, 2023.
The
foregoing description of the 2023 FCB Deposit Servicing Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the 2023 FCB Deposit Servicing Agreement, a copy of which will be filed with the SEC as an exhibit not later
than with the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
