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.”
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”).
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:
