Exhibit 10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


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”).


 


WHEREAS, on
August 6, 2020, (i) Purchaser, (ii) MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Purchaser
(“Merger Sub”), (iii) the Investor and (iv) BankMobile Technologies, Inc., a Pennsylvania corporation
(the “Company”), entered into that certain Agreement and Plan of Merger (as amended from time to time
in accordance with the terms thereof, the “Merger Agreement”);


 


WHEREAS, pursuant
to the Merger Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions contemplated thereby
(the “Closing”), among other matters, the Company will merge with and into Merger Sub, with Merger Sub
continuing as the surviving entity and a wholly-owned subsidiary of Purchaser, and with the Investor, as the Company’s sole
stockholder, receiving a mix of cash and shares of the Purchaser’s Class A common stock (the “Merger Consideration
Shares”), all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with
the provisions of applicable law;


 


WHEREAS, in
connection with the Closing, the Investor will enter into a lock-up agreement with Purchaser (as amended from time to time in accordance
with the terms thereof, a “Lock-Up Agreement”), pursuant to which Investor will agree not to transfer
the Merger Consideration Shares for a certain period of time after the Closing as stated in the Lock-Up Agreement; and


 


WHEREAS, the
parties desire to enter into this Agreement to provide the Investor with certain rights relating to the registration of the Merger
Consideration Shares received by the Investor under the Merger Agreement, including any additional Merger Consideration Shares
issued after the Closing pursuant to Section 1.14 of the Merger Agreement.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS.
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Closing”
is defined in the recitals to this Agreement.


 


“Company”
is defined in the recitals to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 




    


     


    

 


“Founder
Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of August 23, 2018, by
and among Purchaser, MFA Investor Holdings LLC and Chardan Capital Markets, LLC, as amended from time to time in accordance with
the terms thereof.


 


“Founder
Securities” means those securities included in the definition of “Registrable Security” specified in
the Founder Registration Rights Agreement.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor(s)”
is defined in the preamble to this Agreement, and includes any transferee of the Registrable Securities (so long as they remain
Registrable Securities) of the Investor permitted under this Agreement and the Lock-Up Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“Lock-Up
Agreement” is defined in the recitals to this Agreement.


 


“Maximum
Number of Securities” is defined in Section 2.1.4.


 


“Merger
Agreement” is defined in the recitals to this Agreement.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“PIPE Investment”
is defined in the Merger Agreement.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.9.


 


“Purchaser”
is defined in the preamble to this Agreement, and shall include Purchaser’s successors by merger, acquisition, reorganization
or otherwise.


 


“Purchaser
Common Stock” means shares of Class A common stock, par value $0.0001 per share, of the Purchaser, and Class B common
stock, par value $0.0001 per share of the Purchaser, along with any equity securities paid as dividends or distributions after
the Closing with respect to such shares or into which such shares are exchanged or converted after the Closing.


 


“Register,”
“Registered” and “Registration” mean a registration or offering effected by
preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and
the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable
Securities” means all of the Merger Consideration Shares, including any shares of Purchaser Common Stock issued after
the Closing pursuant to Section 1.14 of the Merger Agreement. Registrable Securities include any warrants, capital shares or other
securities of Purchaser issued as a dividend or other distribution with respect to or in exchange for or in replacement of the
foregoing securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when:
(a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b)
such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer
shall have been delivered by Purchaser and subsequent public distribution of them shall not require registration under the Securities
Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without
volume limitations. Notwithstanding anything to the contrary contained herein, securities shall only be “Registrable Securities”
under this Agreement if they are held by the Investor or a transferee of the Investor permitted under this Agreement and the Lock-Up
Agreement.


 




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“Registration
Statement” means a registration statement filed by Purchaser with the SEC in compliance with the Securities Act and
the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form
S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities
or assets of another entity).


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Short
Form Registration” is defined in Section 2.3.


 


“Specified
Courts” is defined in Section 6.9.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 


2. REGISTRATION
RIGHTS.


 


2.1 Demand
Registration.


 


2.1.1 Request
for Registration. Subject to Section 2.4, at any time and from time to time after the Closing, Investors holding a majority-in-interest
of the Registrable Securities then issued and outstanding may make a written demand for registration under the Securities Act
of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within
thirty (30) days following receipt of any request for a Demand Registration, Purchaser will notify all other Investors holding
Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion
of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify Purchaser within fifteen (15)
days after the receipt by the Investor of the notice from Purchaser. Upon any such request, the Demanding Holders shall be entitled
to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth
in Section 3.1.1. Purchaser shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this
Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Purchaser
shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s)
within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days
after the effective date of a previous registration effected with respect to the Registrable Securities pursuant this Section
2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering
of securities by Purchaser if such Demand Registration would cause Purchaser to breach a “lock-up” or similar provision
contained in the underwriting agreement for such offering.


 




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2.1.2 Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with
respect to such Demand Registration has been declared effective and Purchaser has complied in all material respects with its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of
the SEC or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be
deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further,
that Purchaser shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed
is counted as a Demand Registration or is terminated.


 


2.1.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and advise Purchaser as part of their written demand
for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration
shall be conditioned upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such
Demanding Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Demanding Holders
proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such underwritten offering by a majority-in-interest of the
Investors initiating the Demand Registration and reasonably acceptable to Purchaser.


 


2.1.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering
advises Purchaser and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other shares of Purchaser Common Stock or other securities which Purchaser desires
to sell and the shares of Purchaser Common Stock or other securities, if any, as to which Registration by Purchaser has been requested
pursuant to written contractual piggy-back registration rights held by other security holders of Purchaser who desire to sell,
exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar
amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then Purchaser
shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by
the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights
pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing
(all pro rata in accordance with the number of securities that each applicable Person has requested be included in such registration,
regardless of the number of securities held by each such Person, as long as they do not request to include more securities than
they own (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the
Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (i), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold
without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested
pursuant to Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written
contractual piggy-back registration rights of the Founder Registration Rights Agreement, Pro Rata among the holders thereof based
on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding
the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other securities for the account of other Persons
that Purchaser is obligated to register pursuant to written contractual arrangements with such Persons that can be sold without
exceeding the Maximum Number of Securities. In the event that Purchaser securities that are convertible into shares of Purchaser
Common Stock are included in the offering, the calculations under this Section 2.1.4 shall include such Purchaser securities
on an as-converted to Purchaser Common Stock basis.


 




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2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to
include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to Purchaser and the Underwriter or Underwriters of their request to withdraw prior
to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration
shall not count as a Demand Registration provided for in Section 2.1.


 


2.2 Piggy-Back
Registration.


 


2.2.1 Piggy-Back
Rights. Subject to Section 2.4, if at any time after the Closing Purchaser proposes to file a Registration Statement under
the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by Purchaser for its own account or for security holders
of Purchaser for their account (or by Purchaser and by security holders of Purchaser including pursuant to Section 2.1), other
than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to Purchaser’s existing security holders, (iii) for an offering of debt that is convertible
into equity securities of Purchaser, or (iv) for a dividend reinvestment plan, then Purchaser shall (x) give written notice of
such proposed filing to Investors holding Registrable Securities as soon as practicable but in no event less than ten (10) days
before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such Registration
or offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any,
of the offering, and (y) offer to Investors holding Registrable Securities in such notice the opportunity to register the sale
of such number of Registrable Securities as such Investors may request in writing within five (5) days following receipt of such
notice (a “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect
to such registration by Purchaser or another demanding security holder, Purchaser shall use its best efforts to cause (i) such
Registrable Securities to be included in such registration and (ii) the managing Underwriter or Underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions
as any similar securities of Purchaser and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All Investors holding Registrable Securities proposing to distribute their
securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 




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2.2.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises Purchaser and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such
Piggy-Back Registration in writing that the dollar amount or number of shares of Purchaser Common Stock or other Purchaser securities
which Purchaser desires to sell, taken together with the shares of Purchaser Common Stock or other Purchaser securities, if any,
as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the Investors
holding Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section
2.2, and the shares of Purchaser Common Stock or other Purchaser securities, if any, as to which registration has been requested
pursuant to the written contractual piggy-back registration rights of other security holders of Purchaser, exceeds the Maximum
Number of Securities, then Purchaser shall include in any such registration:


 


(a) If
the registration is undertaken for Purchaser’s account: (i) first, the shares of Purchaser Common Stock or other securities
that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors
as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has
been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights
Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such
registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other
equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual
arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;


 


(b) If
the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1:
(i) first, the shares of Purchaser Common Stock or other securities for the account of the Demanding Holders and the Founder Securities
for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement
during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number
of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(i), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to
this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the
number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that
Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without
exceeding the Maximum Number of Securities;


 




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(c) If
the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder
Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities
for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under
which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based
on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the
Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to
this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the
number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that
Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without
exceeding the Maximum Number of Securities; and


 


(d) If
the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders
under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights
Agreement: (i) first, the shares of Purchaser Common Stock or other securities for the account of the demanding Persons that can
be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clause (i), the shares of Purchaser Common Stock or other securities that Purchaser desires
to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which
registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested
pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement,
Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration,
that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other
equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written contractual
arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.


 


In the event that Purchaser
securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this
Section 2.2.2 shall include such Purchaser securities on an as-converted to Purchaser Common Stock basis. Notwithstanding anything
to the contrary above, to the extent that the registration of an Investor’s Registrable Securities would prevent Purchaser
or the demanding shareholders from effecting such registration and offering, such Investor shall not be permitted to exercise Piggy-Back
Registration rights with respect to such registration and offering.


 


2.2.3 Withdrawal.
Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to Purchaser of such request to withdraw prior to the effectiveness of
the Registration Statement. Purchaser (whether on its own determination or as the result of a withdrawal by Persons making a demand
pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such
Registration Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section
4. Notwithstanding any such withdrawal, Purchaser shall pay all expenses incurred in connection with such Piggy-Back Registration
as provided in Section 3.3 (subject to the limitations set forth therein) by Investors holding Registrable Securities that requested
to have their Registrable Securities included in such Piggy-Back Registration.


 




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2.3 Short
Form Registrations. After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any time and
from time to time, request in writing that Purchaser register the resale of any or all of such Registrable Securities on Form
S-3 or any similar short-form registration which may be available at such time and applicable to such Investor’s Registrable
Securities (“Short Form Registration”); provided, however, that Purchaser shall not be obligated to
effect such request through an underwritten offering. Upon receipt of such written request, Purchaser will promptly give written
notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter,
effect the registration of all or such portion of such Investors’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities, if any, of any other Investors joining in such request as are
specified in a written request given within fifteen (15) days after receipt of such written notice from Purchaser; provided, however,
that Purchaser shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration
is not available to Purchaser for such offering; or (ii) if Investors holding Registrable Securities, together with the holders
of any other securities of Purchaser entitled to inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this
Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


2.4 Restriction
of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not be entitled to
request, and Purchaser shall not be obligated to effect, or to take any action to effect, any registration (including any Demand
Registration or Piggy-Back Registration) pursuant to this Section 2 with respect to any Registrable Securities that are subject
to the transfer restrictions under the Lock-Up Agreement.


 


3. REGISTRATION
PROCEDURES.


 


3.1 Filings;
Information. Whenever Purchaser is required to effect the registration of any Registrable Securities pursuant to Section 2,
Purchaser shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the
intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing
Registration Statement. Purchaser shall use its best efforts to, as expeditiously as possible after receipt of a request for
a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Purchaser
then qualifies or which counsel for Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable
Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable
efforts to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period
required by Section 3.1.3; provided, however, that Purchaser shall have the right to defer any Demand Registration
for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration
to which such Piggy-Back Registration relates, in each case if Purchaser shall furnish to Investors requesting to include their
Registrable Securities in such registration a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman
of Purchaser stating that, in the good faith judgment of the Board of Directors of Purchaser, it would be materially detrimental
to Purchaser and its shareholders for such Registration Statement to be effected at such time or the filing would require premature
disclosure of material information which is not in the interests of Purchaser to disclose at such time; provided further, however,
that Purchaser shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice in
any 365-day period in respect of a Demand Registration hereunder.


 




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3.1.2 Copies.
Purchaser shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to Investors holding Registrable Securities included in such registration, and such Investors’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration
Statement (including each preliminary prospectus), and such other documents as Investors holding Registrable Securities included
in such registration or legal counsel for any such Investors may request in order to facilitate the disposition of the Registrable
Securities owned by such Investors.


 


3.1.3 Amendments
and Supplements. Purchaser shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements
to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable
Securities as defined by this Agreement.


 


3.1.4 Notification.
After the filing of a Registration Statement, Purchaser shall promptly, and in no event more than five (5) Business Days after
such filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall
further notify such Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the
occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment
to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and
Purchaser shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request
by the SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional
information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that,
as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and promptly make available to Investors holding Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before filing with the SEC a Registration Statement or prospectus or any
amendment or supplement thereto, including documents incorporated by reference, Purchaser shall furnish to Investors holding Registrable
Securities included in such Registration Statement and to the legal counsel for any such Investors, copies of all such documents
proposed to be filed sufficiently in advance of filing to provide such Investors and legal counsel with a reasonable opportunity
to review such documents and comment thereon; provided that such Investors and their legal counsel must provide any comments promptly
(and in any event within five (5) Business Days) after receipt of such documents.


 


3.1.5 State
Securities Laws Compliance. Purchaser shall use its reasonable efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business
and operations of Purchaser and do any and all other acts and things that may be necessary or advisable to enable Investors holding
Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in
such jurisdictions; provided, however, that Purchaser shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it
would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise subject.


 




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3.1.6 Agreements
for Disposition. To the extent required by the underwriting agreement or similar agreements, Purchaser shall enter into reasonable
customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties
and covenants of Purchaser in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent
applicable, shall also be made to and for the benefit of Investors holding Registrable Securities included in such Registration
Statement. No Investor holding Registrable Securities included in such Registration Statement shall be required to make any representations
or warranties in the underwriting agreement except, if applicable, with respect to such Investor’s organization, good standing,
authority, title to Registrable Securities, lack of conflict of such sale with such Investor’s material agreements and organizational
documents, and with respect to written information relating to such Investor that such Investor has furnished in writing expressly
for inclusion in such Registration Statement.


 


3.1.7 Cooperation.
The principal executive officer of Purchaser, the principal financial officer of Purchaser, the principal accounting officer of
Purchaser and all other officers and members of the management of Purchaser shall reasonably cooperate in any offering of Registrable
Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8 Records.
Purchaser shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other
professional retained by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter,
all financial and other records, pertinent corporate documents and properties of Purchaser, as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause Purchaser’s officers, directors and employees to supply
all information reasonably requested by any of them in connection with such Registration Statement; provided that Purchaser may
require execution of a reasonable confidentiality agreement prior to sharing any such information.


 


3.1.9 Opinions
and Comfort Letters. Purchaser shall request its counsel and accountants to provide customary legal opinions and customary
comfort letters, to the extent so reasonably required by any underwriting agreement.


 


3.1.10 Earnings
Statement. Purchaser shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available
to its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve
(12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing.
Purchaser shall use its best efforts to cause all Registrable Securities that are shares of Purchaser Common Stock included in
any registration to be listed on such national security exchange as similar securities issued by Purchaser are then listed or,
if no such similar securities are then listed, in a manner satisfactory to Investors holding a majority-in-interest of the Registrable
Securities included in such registration.


 




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3.1.12 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $50,000,000,
Purchaser shall use its reasonable efforts to make available senior executives of Purchaser to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from Purchaser of the happening of any event of the kind described in
Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the
event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state
a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant
to Section 2.3 hereof, upon any suspension by Purchaser, pursuant to a written insider trading compliance program adopted by Purchaser’s
Board of Directors, of the ability of all “insiders” covered by such program to transact in Purchaser’s securities
because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration
shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or
the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability
of “insiders” to transact in Purchaser’s securities is removed, as applicable, and, if so directed by Purchaser,
each such Investor will deliver to Purchaser all copies, other than permanent file copies then in such Investor’s possession,
of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration
Expenses. Subject to Section 4, Purchaser shall bear all reasonable costs and expenses incurred in connection with any Demand
Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form
Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other
obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Purchaser’s
internal expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection
with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees;
(vii) fees and disbursements of counsel for Purchaser and fees and expenses for independent certified public accountants retained
by Purchaser (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant
to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by Purchaser in connection with such
registration; and (ix) the reasonable fees and expenses (up to a maximum of $15,000 in the aggregate in connection with such registration)
of one legal counsel selected by Investors holding a majority-in-interest of the Registrable Securities included in such registration
for such legal counsel’s review, comment and finalization of the proposed Registration Statement and other relevant documents.
Purchaser shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities
being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally,
in an underwritten offering, all selling security holders and Purchaser shall bear the expenses of the Underwriter pro rata in
proportion to the respective amount of securities each is selling in such offering.


 


3.4 Information.
Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably
be requested by Purchaser, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement,
including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities
Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors
selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock
powers, and other documentation reasonably requested by Purchaser or the managing Underwriter.


 




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4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification
by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser agrees to indemnify and hold harmless each Investor,
and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person,
if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each,
an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages
or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to
such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or
regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection
with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of
Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor
Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with
investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however,
that Purchaser will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises
out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus,
or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Purchaser,
in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any
Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person
who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 


4.2 Indemnification
by Holders of Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor selling Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any
Registrable Securities held by such selling Investor, indemnify and hold harmless Purchaser, each of its directors and officers
and each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder
or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not
misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to
Purchaser by such selling Investor expressly for use therein (provided, however, that the indemnity agreement contained in this
Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement
is effected without the consent of the indemnifying Investor, such consent not to be unreasonably withheld, delayed or conditioned),
and shall reimburse Purchaser, its directors and officers, each Underwriter and each other selling holder or controlling Person
for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not
joint and shall be limited to the amount of any net proceeds actually received by such selling Investor.


 




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4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder,
notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of
the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel
of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (acting
reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect
of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising
out of such claim or proceeding.


 


4.4 Contribution.


 


4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action,
as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party
shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state
a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in
the immediately preceding Section 4.4.1.


 




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4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 4.4, no Investor holding Registrable Securities shall be required to contribute any amount in excess of the dollar
amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such
Investor from the sale of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.


 


5. RULE
144.


 


5.1 Rule 144.
Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and
shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required
from time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC.


 


6. MISCELLANEOUS.


 


6.1 Other
Registration Rights. Purchaser represents and warrants that as of the date of this Agreement, no Person, other than the holders
of (i) Registrable Securities, (ii) Founder Securities and (iii) securities acquired in the PIPE Investment, has any right to
require Purchaser to register any of Purchaser’s share capital for sale or to include Purchaser’s share capital in
any registration filed by Purchaser for the sale of share capital for its own account or for the account of any other Person.


 


6.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Purchaser hereunder may not be assigned
or delegated by Purchaser in whole or in part, unless Purchaser first provides Investors holding Registrable Securities at least
ten (10) Business Days prior written notice; provided that no assignment or delegation by Purchaser will relieve Purchaser of
its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their
prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights,
duties and obligations of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such Investor
in conjunction with and to the extent of any transfer of Registrable Securities by such Investor which is permitted by the Lock-Up
Agreement; provided that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or
obligate Purchaser unless and until Purchaser shall have received (i) written notice of such assignment and (ii) the written agreement
of the assignee, in a form reasonably satisfactory to Purchaser, to be bound by the terms and provisions of this Agreement (which
may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or of any assignee
of the Investors. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other
than as expressly set forth in Section 4 and this Section 6.2.


 




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6.3 Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one
Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	
        If to Purchaser, to:

         

        BM Technologies, Inc.

        1015 Penn Avenue, Suite 103

        Wyomissing, PA 19610

        Attn: Board of Directors
	
        With copies to (which shall not constitute notice):

         

        Nelson Mullins Riley & Scarborough

        101 Constitution Avenue, NW, Suite 900

        Washington, DC 20001

        Attn: Jonathan H. Talcott, Esq.

        Facsimile No.: (202) 689-2862

        Telephone No.: (202) 689-2806

        Email: jon.talcott@nelsonmullins.com

	
        If to Investor, to:

         

        Customers Bank

        1015 Penn Avenue, Suite 103

        Wyomissing, PA 19610

        Attn: Carla Leibold, CFO

        Telephone No.: (484) 923-8802

        Email: cleibold@customersbank.com
	
        With copies to (which shall not constitute notice):

         

        Nelson Mullins Riley & Scarborough

        101 Constitution Avenue, NW, Suite 900

        Washington, DC 20001

        Attn: Jonathan H. Talcott, Esq.

        Facsimile No.: (202) 689-2862

        Telephone No.: (202) 689-2806

        Email: jon.talcott@nelsonmullins.com



 


6.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding
anything to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered
to Purchaser by a Person receiving Exchange Shares in connection with the Closing, such Person failing to provide such signature
shall not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights
and obligations of the other parties to this Agreement as amongst such other parties.


 


6.5 Entire
Agreement. This Agreement (together with the Merger Agreement, and the Lock-Up Agreement to the extent incorporated herein,
and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and
instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance
of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any other Ancillary
Document or the rights or obligations of the parties under the Founder Registration Rights Agreement.


 




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6.6 Interpretation.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision
of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting
the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words
“without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other
words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular
section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have
participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


6.7 Amendments;
Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of
Purchaser (after the Closing by a majority of the Disinterested Independent Directors) and Investors holding a majority-in-interest
of the Registrable Securities; provided, that any amendment or waiver of this Agreement which affects an Investor in a manner
materially and adversely disproportionate to other Investors will also require the consent of such Investor. No failure or delay
by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition,
or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver
of any such term, condition, or provision.


 


6.8 Remedies
Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this
Agreement, the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific
performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the
exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of
such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall
be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.9 Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of
New York without regard to the conflict of laws principles thereof. Each party hereto hereby (i) submits to the exclusive
jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court
thereof) (the “Specified Courts”) for the purpose of any claim, action, litigation or other legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby (a “Proceeding”),
and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any
claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper,
or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees
that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint
and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies of such process
to such party at the applicable address set forth in Section 6.3. Nothing in this Section 6.9 shall affect the right
of any party to serve legal process in any other manner permitted by applicable Law.


 


6.10 WAIVER
OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT,
COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.


 




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6.11 Authorization
to Act on Behalf of Purchaser. The parties acknowledge and agree that from and after the Closing, the Disinterested Independent
Directors, by vote, consent, approval or determination of a majority of the Disinterested Independent Directors, is authorized
and shall have the sole right to act on behalf of Purchaser under this Agreement, including the right to enforce Purchaser’s
rights and remedies under this Agreement. Without limiting the foregoing, in the event that an Investor serves as a director, officer,
employee or other authorized agent of Purchaser, such Investor shall have no authority, express or implied, to act or make any
determination on behalf of Purchaser in connection with this Agreement or any dispute or Action with respect hereto.


 


6.12 Termination
of Merger Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this
Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated
in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be
of no further force or effect, and the parties shall have no obligations hereunder.


 


6.13 Counterparts.
This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission),
each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.


 


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BLANK; SIGNATURE PAGES FOLLOW}


 




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IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Purchaser:
	 	 
	 	MEGALITH FINANCIAL ACQUISITION CORP.


 


	 	By:	                
	 	Name:
	 	Title:


 


	 	Investor:
	 	 
	 	CUSTOMERS BANK


 


	 	By:	             
	 	Name:
	 	Title:


 


 


{Signature Page to Registration Rights
Agreement}