Axos Financial, Inc. Contracts & Agreements

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed With SEC on October 30, 2024)

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed With SEC on April 30, 2024)

Form of Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan Restricted Stock Award Unit Agreement (Director Award) (Filed With SEC on August 29, 2023)

First Amendment to Office Space Lease Between Pacifica Tower LLC and Axos Financial, Inc (Filed With SEC on August 29, 2023)

Indenture, dated as of February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, National Association, as trustee (Filed With SEC on February 24, 2022)

First Supplemental Indenture, dated as of February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, National Association, as trustee (Filed With SEC on February 24, 2022)

Form of Global Note to represent the 4.00% Fixed-to-Floating Rate Subordinated Notes due 2032 of Axos Financial, Inc. (included in Exhibit 4.2 as Exhibit A) (Filed With SEC on February 24, 2022)

Underwriting Agreement, dated February 16, 2022, between Axos Financial, Inc. and Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named therein (Filed With SEC on February 17, 2022)

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed With SEC on January 27, 2022)

Change of Control Severance Agreement between Derrick K. Walsh and Axos Financial, Inc. and Axos Bank (Filed With SEC on October 28, 2021)

Amended and Restated Employment Agreement between Andrew J. Micheletti and Axos Bank (Filed With SEC on October 28, 2021)

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed With SEC on October 28, 2021)

Indenture for Subordinated Debt Securities, dated as of March 3, 2016, between Axos Financial, Inc. and U.S. Bank National Association, as trustee (Filed With SEC on August 26, 2021)

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed With SEC on October 29, 2020)

Second Supplemental Indenture, dated as of September 18, 2020, between Axos Financial, Inc. and U.S. Bank National Association, as trustee (Filed With SEC on September 18, 2020)

Form of Second Supplemental Indenture, to be dated as of September 18, 2020, between Axos Financial, Inc. and U.S. Bank National Association, as trustee (Filed With SEC on September 16, 2020)

Underwriting Agreement, dated September 15, 2020, between Axos Financial, Inc. and Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named therein (Filed With SEC on September 16, 2020)

Form of Indemnification Agreement between the Company and each of its executive officers and directors (Filed With SEC on August 26, 2020)

Form of Indemnification Agreement between the Company and each of its executive officers and directors (Filed With SEC on August 28, 2019)

Agreement and Plan of Merger by and among Axos Clearing, LLC, Axos Clarity MergeCo., Inc., Cor Securities Holdings, Inc., the Seller Parties thereto and the Holder Representative,... (Filed With SEC on October 1, 2018)

Guaranty of Payment and Performance of Agreement and Plan of Merger (Filed With SEC on October 1, 2018)

AMENDMENT TO 2014 STOCK INCENTIVE PLAN (Filed With SEC on August 24, 2017)

BOFI HOLDING,INC. $45,000,000 aggregate principal amount of 6.25% Subordinated Notes due 2026 Amendment No. 1 dated as of March 24, 2016 to First Supplemental Indenture dated as... (Filed With SEC on March 24, 2016)

Exhibit 4.1Indenture INDENTURE BY AND BETWEEN BOFI HOLDING, INC. AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE DATED AS OF MARCH 3, 2016 SUBORDINATED DEBT SECURITIES (Issuable in... (Filed With SEC on March 3, 2016)

BOFI HOLDING,INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 3, 2016 (Filed With SEC on March 3, 2016)

BOFI HOLDING,INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 3, 2016 (Filed With SEC on February 26, 2016)

BOFI HOLDING INC. 6.25% Fixed Rate Subordinated Notes due 2026 UNDERWRITING AGREEMENT February 25, 2016 (Filed With SEC on February 26, 2016)

Exhibit 4.1Indenture INDENTURE BY AND BETWEEN BOFI HOLDING, INC. AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE DATED AS OF MARCH 3, 2016 SUBORDINATED DEBT SECURITIES (Issuable in... (Filed With SEC on February 26, 2016)

DESCRIPTION OF AMENDMENT TO EMPLOYMENT LETTER (Filed With SEC on August 26, 2015)

BOFI HOLDING, INC. Common Stock EQUITY DISTRIBUTION AGREEMENT (Filed With SEC on February 24, 2015)

Sincerely,/s/ Aaron C. DiRussoAaron C. DiRussofor Raymond James & Associates, Inc. (Filed With SEC on July 22, 2014)

BOFI HOLDING, INC. Common Stock EQUITY DISTRIBUTION AGREEMENTDated: July 22, 2014 Table of Contents (Filed With SEC on July 22, 2014)

DESCRIPTION OF AMENDMENT TO EMPLOYMENT LETTER (Filed With SEC on May 6, 2014)

BOFI HOLDING, INC. Common Stock EQUITY DISTRIBUTION AGREEMENT (Filed With SEC on March 11, 2013)

SUBSCRIPTION AGREEMENT Series C 6% Non-Cumulative Convertible Perpetual Preferred Stock BofI Holding, Inc. Subscription Agreement Instructions (Filed With SEC on October 17, 2012)

BofI Holding, Inc. 750,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on December 12, 2011)

SUBSCRIPTION AGREEMENT (Filed With SEC on November 8, 2011)

SUBSCRIPTION AGREEMENT (Filed With SEC on October 4, 2011)

BofI Holding, Inc. 6% Series B Non-Cumulative Perpetual ConvertiblePreferred Stock PLACEMENT AGENT AGREEMENT (Filed With SEC on October 4, 2011)

BofI Holding, Inc. 6% Series B Non-Cumulative Perpetual ConvertiblePreferred Stock PLACEMENT AGENT AGREEMENT (Filed With SEC on September 7, 2011)

SUBSCRIPTION AGREEMENT (Filed With SEC on September 7, 2011)

BofI Holding, Inc. 6% Series B Non-Cumulative Perpetual ConvertiblePreferred Stock PLACEMENT AGENT AGREEMENT (Filed With SEC on September 2, 2011)

SUBSCRIPTION AGREEMENT (Filed With SEC on September 2, 2011)

BOFI HOLDING, INC. 1,066,327 Shares of CommonStock UNDERWRITING AGREEMENT (Filed With SEC on April 5, 2010)

SAMPLE Exchange Agreement (Filed With SEC on May 28, 2009)

SUBSCRIPTION AGREEMENT Series B 8% Cumulative Convertible Nonparticipating PerpetualPreferred Stock BofI Holding, Inc. Subscription Agreement Instructions (Filed With SEC on November 6, 2008)

RESTRICTED STOCK UNIT GRANT NOTICE (2004 STOCK INCENTIVE PLAN, AS AMENDED) (Filed With SEC on August 27, 2008)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 6, 2008)

DIGITLORDsm WEBSITE LEASE AGREEMENT (Filed With SEC on April 2, 2007)

Employment Agreement between Terry Harris and Bank of Internet USA, executed December 7, 2005 (Filed With SEC on December 8, 2005)

increased our net income from $1.0 million to $2.2 million and diluted earnings per share from $0.21 to $0.39 (Filed With SEC on March 11, 2005)

increased our net income from $1.0 million to $2.2 million and diluted earnings per share from $0.21 to $0.39 (Filed With SEC on February 24, 2005)

increased our net income from $1.0 million to $2.2 million and diluted earnings per share from $0.21 to $0.39 (Filed With SEC on January 26, 2005)

increased our net income from $1.0 million to $2.2 million and diluted earnings per share from $0.21 to $0.39 (Filed With SEC on December 16, 2004)

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Axos Financial, Inc. Contracts & Agreements