INDEMNITY AGREEMENTIndemnity Agreement • January 8th, 2021 • BM Technologies, Inc. • State commercial banks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 4, 2021, by and between BM Technologies, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 23, 2018, is made and entered into by and among Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), MFA Investor Holdings LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets, LLC (“Chardan”) and each of the undersigned individuals (together with the Sponsor, Chardan and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
15,000,000 Units Megalith Financial Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
The undersigned, Megalith Financial Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 23, 2018, is by and between Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 23, 2018, by and between Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Megalith Financial Acquisition Corp. One Grand Central Place New York, NY 10165Megalith Financial Acquisition Corp • July 20th, 2018 • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 13, 2017 by and between MFA Investor Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Megalith Financial Acquisition Corp. New York, NY 10105Letter Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2018, is made and entered into by and among Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), MFA Investor Holdings LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets, LLC (“Chardan”) and each of the undersigned individuals (together with the Sponsor, Chardan and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 6th, 2020 • Megalith Financial Acquisition Corp • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 6, 2020 by and among (i) Megalith Financial Acquisition Corp, a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Company Stockholder”), and (iv) BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”). The Purchaser, Merger Sub, the Company Stockholder and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 8th, 2021 • BM Technologies, Inc. • State commercial banks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 4, 2021, by Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Subject Party”) in favor of and for the benefit of Megalith Financial Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “BM Technologies, Inc.” (including any successor entity thereto, the “Purchaser”), BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2020 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020 by and between (i) Megalith Financial Acquisition Corp., a Delaware corporation (“Purchaser”), and (ii) Customers Bank, a Pennsylvania state-chartered bank (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2024 • BM Technologies, Inc. • State commercial banks • Pennsylvania
THIS AGREEMENT, made as of February 5, 2024 (“Effective Date”), is by and between BM TECHNOLOGIES, INC., a Delaware corporation, with its main office located at 201 King of Prussia Road, Suite 650, Radnor, PA 19087 (“Company”) and Ajay Asija (“Executive”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • August 6th, 2020 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●] 2020, by Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “subject Party”) in favor of and for the benefit of Megalith Financial Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “BM Technologies, Inc.” (including any successor entity thereto, the “Purchaser”), BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 6th, 2020 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, by and between (i) Megalith Financial Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “BM Technologies, Inc.” (including any successor entity thereto, the “Purchaser”), and (ii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 23, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Megalith Financial Acquisition Corp. (the “Company”), and Chardan Capital Markets LLC (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2020 • Megalith Financial Acquisition Corp • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), and BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”), pursuant to that certain Agreement and Plan of Merger, dated effective as of [ ], 2020, among the Company, BankMobile and the other parties thereto (as may be amended and/or restated, the “Transaction Agreement”), the Company is seeking commitments to purchase shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share, for a purchase price of $10.38 per share (the “Purchase Price”). The Company is offering the Shares in a private placement in which the Company expects to raise an aggregate of $20,002,872. In connection therewith, the undersigned and the Company agree as follows:
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 3rd, 2020 • Megalith Financial Acquisition Corp • State commercial banks • New York
This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of November 2, 2020 by and among (i) Megalith Financial Acquisition Corp, a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Company Stockholder”), (iv) BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and Customers Bancorp, a Pennsylvania corporation (“CUBI”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
LOAN AGREEMENT by and among BM TECHNOLOGIES, INC. AND BMTX, INC. as Borrowers and CUSTOMERS BANK as Lender Dated January 4, 2021 Walter Weir, Jr., Esquire Weir & Partners LLP 1339 Chestnut Street, Suite 500 Philadelphia, PA 19107...Loan Agreement • January 8th, 2021 • BM Technologies, Inc. • State commercial banks • Pennsylvania
● BM TECHNOLOGIES, INC. (formerly known as Megalith Financial Acquisition Corp.), a Delaware corporation with a place of business located at 201 King of Prussia Road, Suite 240, Radnor, PA 19087 ;
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERSecond Amendment • December 11th, 2020 • Megalith Financial Acquisition Corp • State commercial banks • New York
This Second Amendment (“Second Amendment”) to the Merger Agreement (as defined below) is made and entered into as of December 8, 2020 by and among (i) Megalith Financial Acquisition Corp, a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) MFAC Merger Sub Inc., a Pennsylvania corporation and an indirect wholly-owned subsidiary of Purchaser (“Merger Sub”), (iii) Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (defined below) (the “Company Stockholder”), (iv) BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and (v) Customers Bancorp, Inc., a Pennsylvania corporation (“CUBI”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 10th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 9, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Megalith Financial Acquisition Corp. (the “Company”), and Chardan Capital Markets LLC (the “Purchaser”).
MFA Investor Holdings LLC 535 5th Avenue, 29th FloorMerger Agreement • August 6th, 2020 • Megalith Financial Acquisition Corp • Blank checks
Reference is hereby made to that certain Agreement and Plan of Merger Agreement, dated as of August 6, 2020 (as it may be amended, the “Merger Agreement”) by and among Megalith Acquisition Corp., a Delaware corporation (including any successor thereto, “Purchaser”), MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of the Company (“CUBI”). Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Merger Agreement.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 8th, 2021 • BM Technologies, Inc. • State commercial banks • Pennsylvania
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of January 4, 2021 (the “Effective Date”) by and between Customers Bank, a bank chartered under the laws of the Commonwealth of Pennsylvania (“Seller”) and BM Technologies, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are referred to herein collectively as the “Parties” and individually as a “Party.”
MEGALITH FINANCIAL ACQUISITION CORP.Megalith Financial Acquisition Corp • August 29th, 2018 • Blank checks • New York
This letter agreement by and between Megalith Financial Acquisition Corp. (the “Company”) and Megalith Capital Management LLC (“MCM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO FEBRUARY 5, 2024, EMPLOYMENT AGREEMENT (“Agreement”)Employment Agreement • April 5th, 2024 • BM Technologies, Inc. • State commercial banks
THIS FIRST AMENDMENT, made as of March 26, 2024 (“Amendment Effective Date”) is by and between BM Technologies, Inc., a Delaware corporation, with its main offices located at 201 King of Prussia Road, Suite 650 Radnor, PA 19087 (“Company”) and Ajay Asija (“Executive”).
SECOND AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENTDeposit Processing Services Agreement • May 22nd, 2023 • BM Technologies, Inc. • State commercial banks
THIS SECOND AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT ("Amendment") is entered into as of this day of March, 2023 ("Effective Date") by and between Customers Bank ("Bank"), a Member of the Federal Reserve System with its principal place of business at 40 General Warren Blvd., Suite 200, Malvern, PA 19355 and BM Technologies, Inc. ("BMTX"), a Delaware corporation with its principal place of business at 201 King of Prussia Road, Suite 650, Radnor, PA 19087. BMTX and Bank are hereinafter referred to, collectively, as the "Parties," and individually each as a "Party."
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 10th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 9, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Megalith Financial Acquisition Corporation, a Delaware corporation (the “Company”), and MFA Investor Holdings LLC, a Delaware limited liability company (the “Purchaser”).
DEPOSIT PROCESSING SERVICES AGREEMENTDeposit Processing Services Agreement • May 22nd, 2023 • BM Technologies, Inc. • State commercial banks • Pennsylvania
THIS DEPOSIT PROCESSING SERVICES AGREEMENT (this "Agreement") is entered into as of this 22nd day of March, 2023 ("Effective Date") by and between Customers Bank ("Bank"), a Pennsylvania state chartered bank with its principal place of business at 40 General Warren Blvd, Suite 200 Malvern, PA 19355, and BM Technologies, Inc. ("BMT"), a Delaware corporation with its principal place of business at 201 King of Prussia Road, Suite 650, Radnor, PA 19087. BMT and Bank are hereinafter referred to, collectively, as the "Parties," and individually each as a "Party."
DEPOSIT PROCESSING SERVICES AGREEMENTDeposit Processing Services Agreement • January 8th, 2021 • BM Technologies, Inc. • State commercial banks • Pennsylvania
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.”
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • January 8th, 2021 • BM Technologies, Inc. • State commercial banks • Pennsylvania
This Software License Agreement (“Agreement”) is entered into this 4th day of January, 2021 (the “Effective Date”) by and between BM Technologies, Inc., a Delaware corporation, with offices at 201 King of Prussia Road, Suite 240 Radnor, PA 19087 (“Licensor”), and Customers Bank, a Pennsylvania state-chartered bank with offices located at 99 Bridge Street, Phoenixville, PA 19460 (“Licensee”).
EXECUTION VERSION SPECIAL LIMITED AGENCY AGREEMENT THIS SPECIAL LIMITED AGENCY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) dated as of April 20, 2022 (the “Effective Date”), is made by and between (a) CUSTOMERS...Special Limited Agency Agreement • August 16th, 2022 • BM Technologies, Inc. • State commercial banks • Pennsylvania
FIRST AMENDMENT TO SEPTEMBER 15, 2021 EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2023 • BM Technologies, Inc. • State commercial banks
THIS FIRST AMENDMENT, made as of February 1, 2023 ("Amendment Effective Date") is by and between BM Technologies, Inc., a Delaware corporation, with its main offices located at 201 King of Prussia Road, Suite 650 Radnor, PA 19087 ("Company") and James Donahue ("Executive").
FIRST AMENDMENT TO FEBRUARY 5, 2024, EMPLOYMENT AGREEMENT (“Agreement”)Employment Agreement • April 1st, 2024 • BM Technologies, Inc. • State commercial banks
THIS FIRST AMENDMENT, made as of March 26, 2024 (“Amendment Effective Date”) is by and between BM Technologies, Inc., a Delaware corporation, with its main offices located at 201 King of Prussia Road, Suite 650 Radnor, PA 19087 (“Company”) and Ajay Asija (“Executive”).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2020 • Megalith Financial Acquisition Corp • State commercial banks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 24, 2020, by and between Megalith Financial Acquisition Corp., a Delaware corporation (the “Corporation”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FIRST AMENDMENT TO JANUARY 26, 2023, EMPLOYMENT AGREEMENT (“Agreement”)Employment Agreement • November 20th, 2023 • BM Technologies, Inc. • State commercial banks
THIS FIRST AMENDMENT, made as of November 1, 2023 (“Amendment Effective Date”) is by and between BM Technologies, Inc., a Delaware corporation, with its main offices located at 201 King of Prussia Road, Suite 650 Radnor, PA 19087 (“Company”) and James Dullinger (“Executive”).
February 6, 2024Rsu Cancellation Agreement • February 7th, 2024 • BM Technologies, Inc. • State commercial banks • Delaware
In consideration of your continuing role with BM Technologies, Inc. (the “Company”) and in exchange for the receipt of additional performance- based restricted stock units, the undersigned (“Grantee”) and the Company are entering into this letter agreement (this “Agreement”) pursuant to which the Grantee and the Company hereby mutually agree to the cancellation of the unvested performance-based Restricted Stock Unit Awards granted effective as of September 30, 2021 (the “PBRSUs”) under the Company’s 2020 Equity Incentive Plan, as thereby amended (as amended, the “Plan”), as set forth in that certain Restricted Stock Unit Grant Notice and corresponding Restricted Stock Unit Agreement (together, the “Award Agreement”).
