FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-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.
MFA Investor Holdings LLC 535 5th Avenue, 29th FloorSponsor Share Letter • 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.
FORM OF AGREEMENT TO TRANSFER SPONSOR SECURITIESAgreement to Transfer Sponsor Securities • August 6th, 2020 • Megalith Financial Acquisition Corp • Blank checks
Reference is made to that certain (i) Subscription Agreement, dated as of August 5, 2020 (the “Subscription Agreement”), by and among Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned (the “Transferee”), (ii) the Letter Agreement, dated as of August 23, 2018 (the “Insider Letter”), by and among the Company, MFA Investor Holdings LLC (“Sponsor”), and the members of Sponsor named therein and (iii) the Warrant Agreement, dated August 23, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Subscription Agreement.
