Exhibit 10.3


 


FORM OF NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


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.


WHEREAS, on August
6, 2020, (i) the Purchaser, (ii) MFAC Merger Subsidiary Inc., a Pennsylvania corporation and a wholly-owned subsidiary of
the Purchaser (“Merger Sub”), the Subject Party, (iii) the Subject Party and (iv) 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”), pursuant to which, subject to the terms and conditions thereof, the Company merged
with and into Merger Sub, with Merger Sub continuing as the surviving entity (the “Merger”), and with
the Company’s stockholder receiving shares of the Purchaser’s common stock;


WHEREAS, as of the
Closing Date, the Company provides a digital disbursement platform for colleges, universities and other higher educational institutions,
student banking services through the disbursements platform, the T-Mobile Money product, white label digital banking services,
and workplace banking services to clients with 999 employees or less (the “Business”);


WHEREAS, in connection
with, and as a condition to the execution and delivery of the Merger Agreement and the consummation of the Merger and the other
transactions contemplated thereby (the “Transactions”), and to enable the Purchaser to secure more fully
the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential information of the
Company, the Purchaser has required that the Subject Party enter into this Agreement;


WHEREAS, the Subject
Party is entering into this Agreement in order to induce the Purchaser and Merger Sub to consummate the Transactions, pursuant
to which the Subject Party will directly or indirectly receive a material benefit; and


WHEREAS, the Subject
Party, as the former sole stockholder of the Company, has contributed to the value of the Company and has obtained extensive and
valuable knowledge and confidential information concerning the business of the Company.


NOW, THEREFORE,
in order to induce the Purchaser to consummate the Transactions, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:


1.
Restriction on Competition.


(a)
Restriction. The Subject Party hereby agrees that during the period from the Closing until the four (4) year anniversary
of the Closing Date (the “Termination Date”), and such period from the Closing until the Termination
Date, the “Restricted Period”), the Subject Party will not, and will cause its Affiliates not to, without
the prior written consent of Purchaser (which may be withheld in its sole discretion), anywhere in the United States or in any
other markets in which the Covered Parties are engaged,






    
 



     


    

 


or are actively contemplating to become engaged, in the Business as of
the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in
the Business (other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management,
financing or control of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor
or representative of, a business or entity (other than a Covered Party) that engages in the Business (a “Competitor”).
Notwithstanding the foregoing, (i) a request by the Subject Party for prior written consent to engage in white label digital banking
services with identified customers within the Territory shall not be unreasonably withheld, conditioned or delayed and (ii) the
Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity
interests in a Competitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members
are not involved in the management or control of such Competitor (“Permitted Ownership”).


(b)
Acknowledgment. The Subject Party acknowledges and agrees, that (i) the Subject Party possesses knowledge of confidential
information of the Company and the Business, (ii) the Subject Party’s execution of this Agreement is a material inducement
to Purchaser to consummate the Transactions and to realize the goodwill of the Company, for which the Subject Party and/or its
Affiliates will receive a substantial direct or indirect financial benefit, and that the Purchaser would not have entered into
the Merger Agreement or consummated the Transactions but for the Subject Party’s agreements set forth in this Agreement,
(iii) it would impair the goodwill of the Company and reduce the value of the assets of the Company and cause serious and irreparable
injury if the Subject Party were to use its ability and knowledge by engaging in the Business in competition with a Covered Party,
and/or to otherwise breach the obligations contained herein and that the Covered Parties would not have an adequate remedy at law
because of the unique nature of the Business, (iv) the Subject Party and its Affiliates have no intention of engaging in the Business
(other than through the Covered Parties) during the Restricted Period other than through Permitted Ownership, (v) the relevant
public policy aspects of restrictive covenants, covenants not to compete and non-solicitation provisions have been discussed, and
every effort has been made to limit the restrictions placed upon the Subject Party to those that are reasonable and necessary to
protect the Covered Parties’ legitimate interests, (vi) the Covered Parties conduct and intend to conduct the Business everywhere
in the Territory and compete with other businesses that are or could be located in any part of the Territory, (vii) the foregoing
restrictions on competition are fair and reasonable in type of prohibited activity, geographic area covered, scope and duration,
(viii) the consideration provided to the Subject Party under this Agreement and the Merger Agreement is not illusory, and (ix)
such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the
Covered Parties.


2.
No Solicitation; No Disparagement.


(a)
No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject
Party will not, and will not permit its Affiliates to, without the prior written consent of the Purchaser (which may be withheld
in its sole discretion), either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party
in the performance of the Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage
as an employee, independent contractor, consultant or otherwise any Covered Personnel (as defined below); (ii) solicit, induce,
encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether
as an employee, consultant or independent contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere
with the relationship between any Covered Personnel and any Covered Party; provided, however, the Subject Party and
its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and independently
solicits an offer of employment from the Subject Party or its Affiliate (or other Person whom any of them is acting on behalf of)
by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party or its Affiliate
(or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel
generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel”
shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, as of the Closing
Date, at any time during the Restricted Period and as of the relevant time of determination.


 






    
 
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(b)
Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject
Party and its Affiliates will not, without the prior written consent of the Purchaser (which may be withheld in its sole discretion),
individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s
duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or
attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer
of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered
Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to
or relating to the Business; (ii) knowingly interfere with or disrupt (or attempt to interfere with or disrupt) the contractual
relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to
the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer
for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt),
any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference
or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a
“Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer
or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party,
as of the Closing Date, at any time during the Restricted Period and as of the relevant time of determination.


(c)
Non-Disparagement. The Subject Party agrees that from and after the Closing until the Second (2nd) anniversary
of the end of the Restricted Period, the Subject Party and its Affiliates will not, directly or indirectly engage in any conduct
that involves the making or publishing (including through electronic mail distribution or online social media) of any written or
oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports or comments)
that are disparaging, deleterious or damaging to the integrity, reputation or good will of one or more Covered Parties or their
respective management, officers, employees, independent contractors or consultants. Notwithstanding the foregoing, subject to Section
3 below, the provisions of this Section 2(c) shall not restrict the Subject Party from providing truthful testimony
or information in response to a subpoena or investigation by a Governmental Authority or in connection with any legal action by
the Subject Party against any Covered Party under this Agreement, the Merger Agreement or any other Ancillary Document that is
asserted by the Subject Party in good faith.


3.
Confidentiality. From and after the Closing Date, the Subject Party will, and will cause its Representatives to, keep
confidential and not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties)
directly or indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without
the prior written consent of the Purchaser (which may be withheld in its sole discretion). As used in this Agreement, “Covered
Party Information” means all material and information relating to the business, affairs and assets of any Covered
Party, including material and information that concerns or relates to such Covered Party’s bidding and proposal, technical,
computer hardware or software, administrative, management, operational, data processing, financial, marketing, sales, human resources,
business development, planning and/or other business activities, regardless of whether such material and information is maintained
in physical, electronic, or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party
through its Representatives, or provided to such Covered Party by its suppliers, service


 






    
 
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providers or customers; and (B) intended
and maintained by such Covered Party or its Representatives, suppliers, service providers or customers to be kept in confidence.
The obligations set forth in this Section 3 will not apply to any Covered Party Information where the Subject Party can
prove that such material or information: (i) is known or available through other lawful sources not bound by a confidentiality
agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through no violation
of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already in the
possession of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other
confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed
pursuant to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party
is given reasonable prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any
reasonable request of any Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A)
and (B) such disclosure is still required, the Subject Party and its Representatives only disclose such portion of the Covered
Party Information that is expressly required by such order, as it may be subsequently narrowed).


4.
Representations and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered
Parties as of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to
execute and deliver, and to perform all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution
and delivery of this Agreement nor the performance of the Subject Party’s obligations hereunder will result directly or indirectly
in a violation or breach of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into
this Agreement, the Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of
this Agreement, and that the Subject Party voluntarily and knowingly enters into this Agreement.


5.
Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are
of a special, unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury
to the Covered Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated.
The Subject Party agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation
contained in this Agreement, each applicable Covered Party will be entitled to seek the following remedies (in addition to, and
not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that
may be available to the Covered Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction,
restraining order or other equitable relief restraining or preventing such breach or threatened breach, without the necessity of
proving actual damages or posting bond or security, which the Subject Party expressly waives; and (ii) recovery of the Covered
Party’s attorneys’ fees and costs incurred in enforcing the Covered Party’s rights under this Agreement. The
Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any
such breach or threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement,
any value attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in
connection with the Merger Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties.


6.
Survival of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation
or liability arising from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further
agrees that the time period during which the covenants contained in Section 1 and Section 2 of this Agreement will
be effective will be computed by excluding from such computation any time during which the Subject Party is in violation of any
provision of such Sections.


 






    
 
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7.
Miscellaneous.


(a)
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 (or any other Covered Party),
        to:

        BM Technologies, Inc.

        1015 Penn Avenue, Suite 103

        Wyomissing, PA 19610

        Attn: Board of Directors

         
	
        with a copy (that will not constitute notice)
        to: 

        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

         

        and

        Ellenoff Grossman & Schole LLP

        1345 Avenue of the Americas, 11th Floor

        New York, New York 10105

        Attn: Matthew A. Gray, Esq.

        Facsimile No.: (212) 370-7889

        Telephone No.: (212) 370-1300

        Email: mgray@egsllp.com

	If to the Subject Party, to:

the address below the Subject Party’s name on the signature page to this Agreement.


(b)
Integration and Non-Exclusivity. This Agreement, the Merger Agreement and the other Ancillary Documents contain the
entire agreement between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing,
the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies
which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative).
Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities
of the Subject Party and its Affiliates, under this Agreement, are in addition to their respective rights, remedies, obligations
and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory
or common law, or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Merger Agreement
and any other written agreement between the Subject Party or its Affiliate and any of the Covered Parties. Nothing in the Merger
Agreement will limit any of the obligations, liabilities, rights or remedies of the Subject Party or the Covered Parties under
this Agreement, nor will any breach of the Merger Agreement or any other agreement between the Subject Party or its Affiliate and
any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties under this Agreement. If any term
or condition of any other agreement between the Subject Party or its Affiliate and any of the Covered Parties conflicts or is inconsistent
with the terms and conditions of this Agreement, the more restrictive terms will control as to the Subject Party or its Affiliate,
as applicable.


 






    
 
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(c)
Severability; Reformation. Each provision of this Agreement is separable from every other provision of this Agreement.
If any provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of
competent jurisdiction, then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and
enforceable to the fullest possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect
the validity, legality or enforceability of such provision under any other circumstances or in any other jurisdiction, and (iii)
the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of the
remainder of such provision or the validity, legality or enforceability of any other provision of this Agreement. The Subject Party
and the Covered Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision
that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable
provision. Without limiting the foregoing, if any court of competent jurisdiction determines that any part hereof is unenforceable
because of the duration, geographic area covered, scope of such provision, or otherwise, such court will have the power to reduce
the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form, such provision
will then be enforceable. The Subject Party will, at a Covered Party’s request, join such Covered Party in requesting that
such court take such action.


(d)
Amendment; Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed
by the Subject Party, the Purchaser and Disinterested Director Majority (or their respective permitted successors or assigns).
No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party (and if such
waiving party is a Covered Party, the Disinterested Director Majority) and any such waiver will have no effect except in the specific
instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist
upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant,
condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed
a waiver or relinquishment of such right or power at any other time or times.


(e)
Dispute Resolution. Any dispute, difference, controversy or claim arising in connection with or related or incidental
to, or question occurring under, this Agreement or the subject matter hereof (other than applications for a temporary restraining
order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under
this Section 7(e)) (a “Dispute”) shall be governed by this Section 7(e). A party must,
in the first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide
a reasonably detailed description of the matters subject to the Dispute. Any Dispute that is not resolved may at any time after
the delivery of such notice immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited
Procedures of the Commercial Arbitration Rules (the “AAA Procedures”) of the American Arbitration Association
(the “AAA”). Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings
after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement
shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any event within five
(5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject to the Dispute,
which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The
arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business
Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and
efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the State of New York. Time is of
the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator


 






    
 
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within twenty (20) days after confirmation
of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or to refrain from doing, anything
consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform its contractual obligation(s);
provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt,
shall order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals. The arbitrator's
award shall be in writing and shall include a reasonable explanation of the arbitrator's reason(s) for selecting one or the other
proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English.


(f)
 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. Subject to Section 7(e), all Actions
arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in
New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Subject to Section
7(e), each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action
arising out of or relating to this Agreement brought by any party hereto, (b) irrevocably waives, and agrees not to assert by way
of motion, defense or otherwise, in any such Action, 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 Action is brought in an inconvenient forum,
that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in
or by any Specified Court and (c) waives any bond, surety or other security that might be required of any other party with respect
thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Law or in equity. Each party irrevocably consents to the service of the
summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this
Agreement, 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 7(a). Nothing in this Section 7(f) shall affect the right of any party to serve legal
process in any other manner permitted by Law.


(g)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION 7(g) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS
RIGHT TO TRIAL BY JURY.


(h)
Successors and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the
Subject Party’s estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective
successors and assigns. No Covered Party may assign any or all of its rights under this Agreement, at any time, in whole or in
part, to any Person without first obtaining the consent or approval of the Subject Party (which consent shall not be unreasonably
withheld, conditioned or delayed). The Subject Party agrees that the obligations of the Subject Party under this Agreement are
personal and will not be assigned by the Subject Party. Each of the Covered Parties are express third party beneficiaries of this
Agreement and will be considered parties under and for purposes of this Agreement.


 






    
 
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(i)
Disinterested Director Majority Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree
that the Disinterested Director Majority is authorized and shall have the sole right to act on behalf of Purchaser and the other
Covered Parties under this Agreement, including the right to enforce the Purchaser’s rights and remedies under this Agreement.
Without limiting the foregoing, in the event that the Subject Party serves as a director, officer, employee or other authorized
agent of a Covered Party, the Subject Party shall have no authority, express or implied, to act or make any determination on behalf
of a Covered Party in connection with this Agreement or any dispute or Action with respect hereto.


(j)
Construction. The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity
to be represented by counsel of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to
be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. Neither the
drafting history nor the negotiating history of this Agreement will be used or referred to in connection with the construction
or interpretation of this Agreement. The headings and subheadings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement: (i) the words “include,”
“includes” and “including” when used herein shall be deemed in each case to be followed by the words “without
limitation”; (ii) the definitions contained herein are applicable to the singular as well as the plural forms of such terms;
(iii) whenever required by the context, any pronoun 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; (iv) the words “herein,” “hereto,”
and “hereby” and other words of similar import 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; (v) the word “if” and other words of similar
import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vi) the term “or”
means “and/or”; and (vii) any agreement or instrument defined or referred to herein or in any agreement or instrument
that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including
by waiver or consent and references to all attachments thereto and instruments incorporated therein.


(k)
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute
one and the same agreement. A photocopy, faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement,
shall have the same validity and enforceability as an originally signed copy.


(l)
Effectiveness. This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and
delivery of this Agreement, but this Agreement shall only become effective upon the consummation of the Transactions. In the event
that the Merger Agreement is validly terminated in accordance with its terms prior to the consummation of the Transactions, this
Agreement shall automatically terminate and become null and void, and the parties shall have no obligations hereunder.


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]


 


 


 




    
 
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IN WITNESS WHEREOF,
the undersigned has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written
above.


	 	Subject Party:
	 	 
	 	Customers Bank
	 	 
	 	By:	 
	 	Name:
	 	Title:



 


	 	 
	 	Address for Notice:
	 	 
	 	Address:
	 	1015 Penn Avenue, Suite 103
	 	Wyomissing, PA 19610
	 	Attn: Carla Leibold, CFO
	 	Telephone No.: (484) 923-8802
	 	Email: cleibold@customersbank.com


 


 


 


 


 


{Signature Page to Non-Competition Agreement}


 




    	 



    	 



    

 


Acknowledged and accepted
as of the date first written above:


The Purchaser: 


MEGALITH FINANCIAL ACQUISITION CORP.


 


 


	By:	 	 
	Name:  	 	 
	Title:	 	 


 


The Company:


BANKMOBILE TECHNOLOGIES, INC.


 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


 


 


 


 


 


 


 


 


 


 


 


{Signature Page to Non-Competition Agreement}