Exhibit 10.5


 


SUBSCRIPTION AGREEMENT


 


Megalith Financial Acquisition Corp.


 


	 	August 5, 2020


 


Ladies and Gentlemen:


 


In connection with the
proposed business combination (the “Transaction”) between Megalith Financial Acquisition Corp., a Delaware corporation
(the “Company”), and BankMobile Technologies, Inc., a Pennsylvania corporation (“BankMobile”),
pursuant to that certain Agreement and Plan of Merger, dated effective as of [ ], 2020, among the Company, BankMobile and the other
parties thereto (as may be amended and/or restated, the “Transaction Agreement”), the Company is seeking commitments
to purchase shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share,
for a purchase price of $10.38 per share (the “Purchase Price”). The Company is offering the Shares in a private
placement in which the Company expects to raise an aggregate of $20,002,872. In connection therewith, the undersigned and the Company
agree as follows:


 


1. Subscription.
As of the date written above (the “Subscription Date”), the undersigned hereby irrevocably subscribes for and
agrees to purchase from the Company such number of Shares as is set forth on the signature page of this Subscription Agreement
at the Purchase Price and on the terms provided for herein.


 


2. Closing;
Delivery of Shares.


 


a. The
closing of the sale of Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the Transaction. The Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction.
Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) not less than two (2) business days’ written
notice (which may be via email) from (or on behalf of) the Company to the undersigned (the “Closing Notice”),
that the Company reasonably expects the closing of the Transaction to occur on a date that is not less than two (2) business days
from the date of the Closing Notice, the undersigned shall deliver to the Company on the closing date specified in the Closing
Notice (the “Closing Date”) the Purchase Price for the Shares subscribed by wire transfer of United States dollars
in immediately available funds to the account specified by the Company in the Closing Notice against delivery to the undersigned
of the Shares in certificated form as set forth in Section 2(b) below. This Subscription Agreement shall terminate and be of no
further force or effect, without any liability to either party hereto, if the Company notifies the undersigned in writing that
it has abandoned its plans to move forward with the Transaction and/or terminates the undersigned’s obligations without the
delivery of the Shares having occurred.


 


b.  Immediately
upon the Closing, the Company shall deliver (or cause the delivery of) the Shares in certificated form with restrictive legends
in the amount as set forth on the signature page to each of the undersigned as indicated on the signature page or to a custodian
designated by such undersigned, as applicable, as indicated below.


 


3. Closing
Conditions. In addition to the condition set forth in the first sentence of Section 2(a) above, the Closing is also subject
to the conditions that, on the Closing Date:


 


a. no
suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred;


 






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b. all
representations and warranties of the Company and the undersigned contained in this Subscription Agreement shall be true and correct
in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect
(as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except
for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other
than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and
warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by
each of the Company and the undersigned of each of the representations, warranties and agreements of each such party contained
in this Subscription Agreement as of the Closing Date;


 


c. no
applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or
regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the
transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated
hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint
or prohibition;


 


d. all
conditions precedent to the closing of the Transaction set forth in Article VIII of the Transaction Agreement, shall have been
satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction);
and


 


e. The
Company shall have received a signed copy of an “investor representation letter” in substantially the form attached
as Schedule A hereto no later than the Closing Date.


 


4. Company
Representations and Warranties. The Company represents and warrants to the undersigned that:


 


a. The
Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
The Company has the corporate power and authority to own, lease and operate its properties and conduct its business as presently
conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.


 


b. The
Shares have been duly authorized and, when issued and delivered to the undersigned against full payment therefor in accordance
with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have
been issued in violation of or subject to any preemptive or similar rights created under the Company’s Amended and Restated
Certificate of Incorporation or under the laws of the State of Delaware.


 


c. This
Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in
accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity,
whether considered at law or equity.


 






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d. Subject
to the receipt of the Shareholder Subscription Approval (as defined in the Transaction Agreement), the issuance and sale of the
Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the
transactions herein will be done in accordance with the NYSE marketplace rules and will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company is subject, which would have a material adverse effect on the business, properties, financial
condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”)
or materially affect the validity of the Shares or the legal authority of the Company to comply in all material respects with the
terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company;
or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency
or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would have a Material Adverse
Effect or materially affect the validity of the Shares or the legal authority of the Company to comply with this Subscription Agreement;
subject, in the case of the foregoing clauses (i) and (iii) with respect to the consummation of the transactions therein contemplated.


 


e. The
Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or
other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions
contemplated by this Subscription Agreement for which the undersigned could become liable. The Company is not aware of any person
that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale
of any Shares.


 


f. The
Company understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by
the undersigned.


 


g. The
Company is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


h. Assuming
the accuracy of the subscriber representations and warranties set forth in Section 5, in connection with the offer, sale and delivery
of the Shares in the manner contemplated by this Agreement, it is not necessary to register the Shares under the Securities Act.


 


5. Subscriber
Representations, Warranties and Covenants. The undersigned represents and warrants to the Company that:


 


a. At
the time the undersigned was offered the Shares, it was, and as of the date hereof, the undersigned is (i) an institutional “accredited
investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities
Act”), in each case, satisfying the requirements set forth on Schedule A hereto, and (ii) is acquiring the Shares
only for his, her or its own account and (iii) not for the account of others, and not on behalf of any other account or person
or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall
provide the requested information on Schedule A following the signature page hereto).


 


b. The
undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares delivered at the Closing have not been registered under the Securities Act. The undersigned
understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective
registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant
to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant
to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in
accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates
representing the Shares delivered at the Closing shall contain a legend to such effect. The undersigned acknowledges that the Shares
will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees
that the Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a
result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear
the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been
advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.


 






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c. The
undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further
acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company,
or any of its officers or directors, expressly (other than those representations, warranties, covenants and agreements included
in this Subscription Agreement) or by implication.


 


d. The
undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction
under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code
of 1986, as amended, or any applicable similar law.


 


e. The
undersigned acknowledges and agrees that the undersigned has received such information as the undersigned deems necessary in order
to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges
that it has reviewed (i) the Company’s filings (the “Company SEC Filings”) with the United States Securities
and Exchange Commission, as amended (the “SEC”), (ii) the investor presentation dated July 27, 2020 and (iii)
the financial and related information for the year ended December 31, 2019 of BankMobile ((i), (ii) and (iii) together, the “Investor
Disclosure Package”). The undersigned represents and agrees that the undersigned and the undersigned’s professional
advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain
such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make
an investment decision with respect to the Shares. The undersigned further acknowledges that the information contained in the Investor
Disclosure Package is preliminary and subject to change, and that any changes to the information contained in the Investor Disclosure
Package, including, without limitation, any changes based on updated information or changes in terms of the Transaction, shall
in no way affect the undersigned’s obligation to purchase the Shares hereunder, except as otherwise provided herein.


 


f. The
undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company
and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative
of the Company. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any
form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws. The undersigned has a substantive pre-existing
relationship with the Company for the offering of the Shares.


 


g. The
undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares,
including those set forth in the Investor Disclosure Package and in the Company SEC Filings. The undersigned has such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares,
and the undersigned has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed
investment decision.


 






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h. Alone,
or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment
in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at
this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the
Company. The undersigned acknowledges specifically that a possibility of total loss exists.


 


i. In
making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned.


 


j. The
undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the
Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Investor
Disclosure Package or the Company SEC Filings.


 


k. The
undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of
incorporation or formation.


 


l. The
execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned,
have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or
regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to
which the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate
any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers,
bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement
is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if
the undersigned is not an individual the signatory has been duly authorized to execute the same, and this Subscription Agreement
constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its
terms.


 


m. Neither
the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any
representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely
on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.


 


n. The
undersigned is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order
issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited
by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515,
or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited
Investor”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required
by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the
USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under
the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its
investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures
reasonably designed to ensure that the funds held by the undersigned and used to purchase the Shares were legally derived.


 


o. The
undersigned will deliver on the Closing Date a signed copy of the “investor representation letter” in substantially
the form attached as Schedule A hereto.


 






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6. Registration
Rights. The Company agrees that, within thirty (30) business days after the consummation of the Transaction, the Company
(or its successor) will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the
resale of the Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts
to have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees that
the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration
statement) to remain effective until the earlier of (i) two years from the issuance of the Shares, or (ii) on the first date on
which the undersigned can sell all of its Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act
without limitation as to the manner of sale or the amount of such securities that may be sold. The undersigned agrees to disclose
its beneficial ownership, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (as amended, the “Exchange
Act”), of Shares to the Company (or its successor) upon request to assist the Company in making the determination described
above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned
furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned
and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration
of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that
are customary of a selling stockholder in similar situations. The Company may delay filing or suspend the use of any such registration
statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an
amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction
of the Company or would require premature disclosure of information that could materially adversely affect the Company; provided,
that, the Company shall use commercially reasonable efforts to make such registration statement available for the sale by the undersigned
of such securities as soon as practicable thereafter.


 


7. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the
parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to
occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written
agreement of each of the parties hereto to terminate this Subscription Agreement or (c) the transactions contemplated by this Subscription
Agreement are not consummated prior to November 30, 2020; provided that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity
to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify the undersigned of the termination
of the Transaction Agreement promptly after the termination of such agreement.


 






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8. Trust
Account Waiver. Reference is made to the final prospectus of the Company, filed with the SEC (File No. 333-226270) (the
“Prospectus”), and dated as of April 23, 2018. The Company shall provide the undersigned with a copy of the
Prospectus upon request and the undersigned hereby represents and warrants that it has read the Prospectus and understands that
the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public
offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest
accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired
by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in
the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect
to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such
term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of the deadline
to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination
within eighteen (18) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust
Account, as necessary to pay any franchise or income taxes or (d) to the Company after or concurrently with the consummation of
a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees on behalf of
itself and its respective affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the
Company nor any of its respective affiliates do now or shall at any time hereafter have any right, title, interest or claim of
any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including
any distributions therefrom, regardless of whether such claim arises as a result of, in connection with or relating in any way
to this Subscription Agreement between the Company or its Representatives (as defined below), on the one hand, and the Company
or its Representatives, on the other hand, this Subscription Agreement or any other matter, and regardless of whether such claim
arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred
to hereafter as the “Released Claims”). The undersigned, on behalf of itself and its affiliates, hereby irrevocably
waives any Released Claims that the undersigned or its affiliates may have against the Trust Account now (including any distributions
therefrom) or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its
Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever
(including for an alleged breach of any agreement with the Company or its affiliates). The undersigned agrees and acknowledges
that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates
to induce the Company to enter in this Subscription Agreement, and the Company further intends and understands such waiver to be
valid, binding and enforceable against the undersigned and each of its affiliates under applicable law. To the extent the undersigned
or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter
relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company
or its Representatives, the undersigned hereby acknowledges and agrees that the Company’s and its affiliates’ sole
remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or its affiliates
(or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including
any distributions therefrom) or any amounts contained therein. In the event the Company any of its affiliates commences any action
or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives,
which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public
Stockholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall
be entitled to recover from the undersigned and its affiliates the associated legal fees and costs in connection with any such
action, in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. For purposes of
this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates
and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives.


 






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9. Miscellaneous.


 


a. Neither
this Subscription Agreement nor any rights that may accrue to the undersigned hereunder (other than the Shares acquired hereunder,
if any) may be transferred or assigned.


 


b. The
Company may request from the undersigned such additional information as the Company may deem necessary to evaluate the eligibility
of the undersigned to acquire the Shares, and the undersigned shall provide such information to the Company upon such request,
it being understood by the undersigned that the Company may reject the undersigned’s subscription prior to the Closing Date
in the event the undersigned fails to provide such additional information requested by the Company to evaluate the undersigned’s
eligibility.


 


c. The
undersigned acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Prior to the Closing, the undersigned agrees to promptly notify the Company
if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate.
The undersigned agrees that the purchase by the undersigned of Shares from the Company will constitute a reaffirmation of the acknowledgments,
understandings, agreements, representations and warranties herein (as modified by any such notice) by the undersigned as of the
time of such purchase.


 


d. The
Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement
or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters
covered hereby. The undersigned shall consult with the Company in issuing any press release or making any other public statement
with respect to the transactions contemplated hereby, and the undersigned shall not issue any such press release or make any such
public statement without the prior consent (such consent not to be unreasonably withheld or delayed) of the Company, provided that
the consent of the Company shall not be required if such disclosure is required by law, in which case the undersigned shall promptly
provide the other party with prior notice of such disclosure.


 


e. All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


g. This
Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against
whom enforcement of such modification, waiver, or termination is sought.


 


h. This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof. This Subscription Agreement
shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.


 


i. This
Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives
and permitted assigns.


 


j. If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force
and effect.


 


k. This
Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by
different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 






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l. The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled
at law, in equity, in contract, in tort or otherwise.


 


m. THIS
SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY HERETO
HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


n. All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication.


 


Notice to the Company
shall be given to:


 


Megalith Financial Acquisition Corp.


535 Fifth Avenue, 29th Floor 


New York, New York 10017 


Attn.: A.J. Dunklau, Chief Executive Officer


 


with a copy to (which
shall not constitute notice):


 


Ellenoff Grossman & Schole LLP 


1345 Avenue of the Americas


New York, New York 10105


Attn.: Tamar Donikyan, Esq.


tdonikyan@egsllp.com


 


10.  Non-Reliance
and Exculpation. The undersigned acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation, other than the statements, representations and warranties contained in this
Subscription Agreement, in making its investment or decision to invest in the Company. The undersigned agrees that no other purchaser
pursuant to this Subscription Agreement or any other Subscription Agreement related to the private placement of the Shares (including
the respective controlling persons, members, officers, directors, partners, agents, or employees of any purchaser) shall be liable
to any other purchaser pursuant to this Subscription Agreement or any other Subscription Agreement related to the private placement
of the Shares for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase
of the Shares.


  


[SIGNATURE PAGES FOLLOW] 


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


 


	MEGALITH FINANCIAL ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	 	Name: A.J. Dunklau	 
	 	Title: Chief Executive Officer	 


 




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[PURCHASER SIGNATURE PAGES TO SUBSCRIPTION
AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.


 


Name(s) of Subscriber: ________________________________________________________


Signature of Authorized Signatory of
Subscriber: __________________________________


Name of Authorized Signatory: ____________________________________________________


Title of Authorized Signatory: _____________________________________________________


Email Address of Authorized Signatory:
______________________________________________


Facsimile Number of Authorized Signatory: _____________________________________________


Address for Notice to Subscriber:


 


Address for Delivery of Shares to Subscriber (if not same as
address for notice):


 


Subscription Amount: $_________________


 


Shares: _________________


 


EIN Number: _______________________


 


[SIGNATURE PAGES CONTINUE]


 




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SCHEDULE A


 


INVESTOR REPRESENTATION LETTER


 


 


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