Exhibit 10.6


 


FORM
OF AGREEMENT TO TRANSFER SPONSOR SECURITIES


 


August
5, 2020


[Name
of Transferee]


[Address
of Transferee]


 


Ladies
and Gentlemen:


 


Reference
is made to that certain (i) Subscription Agreement, dated as of August 5, 2020 (the “Subscription Agreement”),
by and among Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned
(the “Transferee”), (ii) the Letter Agreement, dated as of August 23, 2018 (the “Insider Letter”),
by and among the Company, MFA Investor Holdings LLC (“Sponsor”), and the members of Sponsor named therein and
(iii) the Warrant Agreement, dated August 23, 2018, by and between the Company and Continental Stock Transfer & Trust Company,
as warrant agent (the “Warrant Agreement”). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed thereto in the Subscription Agreement.


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor, the Company,
[●] (“Investor”) and the Transferee hereby agree as follows:


 


		1.	On
                                         or prior to the execution of the Subscription Agreement, Investor shall deliver, or
                                         cause to be delivered, no less than 50% of the total funds committed to purchase Shares
                                         pursuant to the Subscription Agreement by Investor and/or its affiliates and/or managed
                                         fund(s) to an omnibus account controlled by Investor or an escrow account at a nationally
                                         recognized financial institution. Investor hereby commits to fund any shortfall between
                                         the funds held in such account and the total amount of Shares subscribed for by Investor
                                         and/or its affiliates and/or managed fund(s) pursuant to the Subscription Agreement at
                                         the Closing.



 


		2.	Subject
                                         to, and effective with no further action by any party hereto (except as expressly provided
                                         herein), upon the consummation of the Transaction under the Transaction Agreement, the
                                         Sponsor hereby transfers and assigns to the Transferee all of its right, title and interest
                                         in and to such number of (i) shares of Class B Common Stock, par value $0.0001 per share,
                                         of the Company and (ii) private placement warrant issued concurrently with the Company’s
                                         initial public offering owned by the Sponsor as set forth on the signature page hereto
                                         (such shares, the “Transferred Sponsor Shares”, such warrants, the
                                         “Transferred Sponsor Warrants and the Transferred Sponsor Shares and Transferred
                                         Sponsor Warrants, together, the “Transferred Sponsor Securities”),
                                         subject to the terms of this Agreement. The balance of Transferred Sponsor Shares and
                                         Transferred Sponsor Warrants transferred to the undersigned shall be determined by the
                                         Company to maximize the number of Transferred Sponsor Shares to be received by the undersigned
                                         to reflect an effective issue price of $9.50 per share for the Shares issued pursuant
                                         to the Subscription Agreement. Notwithstanding anything to the contrary contained herein,
                                         in no event shall the number of Transferred Sponsor Securities transferred pursuant to
                                         this Agreement reduce the effective issue price of the Shares issued pursuant to the
                                         Subscription Agreement to below $9.50 per share or otherwise trigger an adjustment of
                                         the Warrant Price (as defined in the Warrant Agreement) pursuant to Section 4.3.2 of
                                         the Warrant Agreement.



 


		3.	For
                                         the period commencing on the closing of the Transaction and terminating on the date on
                                         which Investor and/or its affiliates and/or managed fund(s) collectively hold less than
                                         15% of the issued and outstanding shares of Common Stock of the Company, the undersigned
                                         shall have the right to appoint one (1) member (the “Appointee”) to
                                         the board of directors (the “Board”) of the Company, which Appointee
                                         shall be reasonably acceptable to the Nominating and Corporate Governance Committee of
                                         the Board.



 






    	 		 



     


    

 


		4.	In
                                         the event of a liquidation, dissolution or winding up of the Company, the holders of
                                         the Shares shall have the right to receive, out of any funds available for return to
                                         holders of the Company’s Common Stock, a return of the aggregate Purchase Price
                                         paid for the Shares before any other holders of Common Stock receive the proceeds of
                                         any such liquidation, dissolution or winding up of the Company. Notwithstanding the foregoing,
                                         the holders of the Shares shall have no right to receive such return of capital if the
                                         Company’s Common Stock is listed on the NYSE or another national securities exchange
                                         at the Closing of the Transaction.



 


		5.	The
                                         Transferee hereby acknowledges that the Transferred Sponsor Securities are subject to
                                         the terms and conditions of the Insider Letter and Warrant Agreement, and agrees to accept
                                         the Transferred Sponsor Shares subject to such restrictions applying to such Transferred
                                         Sponsor Securities under the Insider Letter and Warrant Agreement, and the Transferee
                                         agrees to comply with such restrictions. The Transferee hereby agrees that notwithstanding
                                         paragraph 1 above, as a requirement and condition precedent to the Transferee receiving
                                         the Transferred Sponsor Securities under this Agreement, the Transferee must first execute
                                         and deliver to the Company and the Sponsor a joinder agreement in form and substance
                                         reasonably acceptable to the Company and the Sponsor to become bound by the terms and
                                         conditions to the Insider Letter that apply to the Sponsor and its members as “Founder”
                                         under the Insider Letter as if the Transferee were the original party thereto.



 


		6.	The
                                         Transferee further agrees to accept the Transferred Sponsor Securities subject to any
                                         restrictions under the Insider Letter and Warrant Agreement that apply to the holder
                                         of such securities after the Transaction Closing, and agrees to comply with such restrictions
                                         as if it were the “Insider” or “Sponsor” party thereto.



 


		7.	This
                                         Agreement (and to the extent referenced or incorporated herein, the Subscription Agreement,
                                         the Insider Letter and the Warrant Agreement) constitutes the entire agreement and understanding
                                         of the parties hereto in respect of the subject matter hereof and supersedes all prior
                                         understandings, agreements, or representations by or among the parties hereto, written
                                         or oral, to the extent they relate in any way to the subject matter hereof. This Agreement
                                         may not be changed, amended, modified or waived to any particular provision, except by
                                         a written instrument executed by all parties hereto.



 


		8.	No
                                         party hereto may assign either this Agreement or any of its rights, interests, or obligations
                                         hereunder without the prior written consent of the other parties. Any purported assignment
                                         in violation of this paragraph shall be void and ineffectual and shall not operate to
                                         transfer or assign any interest or title to the purported assignee. This Agreement shall
                                         be binding on the parties and their respective successors and assigns.



 


		9.	Any
                                         notice, consent or request to be given in connection with this Agreement shall be in
                                         writing and be delivered in accordance with the requirements of Section 9(n) of the Subscription
                                         Agreement, with the address of the Sponsor for such purposes being:



 


	 Notice
to the Sponsor shall be given to:

         

        [
              ]
	With
        a copy to (which shall not constitute notice):

                                                                                                                 

        Ellenoff
        Grossman & Schole LLP 

        1345 Avenue of the Americas

        New York, New York 10105

        Attention: Tamar Donikyan, Esq.

        Email: tdonikyan@egsllp.com

        Telephone: (212) 370-1300



 


		10.	The
                                         terms of this Agreement shall be interpreted, enforced, governed by and construed in
                                         a manner consistent with the provisions of the Subscription Agreement.



 


		11.	This
                                         Agreement shall terminate at such time, if any, as the Transaction Agreement or the Subscription
                                         Agreement is terminated in accordance with its terms, and upon such termination this
                                         Agreement shall be null and void and of no effect whatsoever, and the parties hereto
                                         shall have no further obligations under this Agreement.



 


{Signature
page follows}





 






    	 	2	 



     


    

 


Please
indicate your agreement to the foregoing by signing in the space provided below.


 


	 	MFA INVESTOR HOLDINGS, LLC
	 	 	 
	 	By:	          
	 	Name:
	 	Title:
	 	 	 
	 	MEGALITH FINANCIAL ACQUISITION CORP.
	 	 	 
	 	By:	                     
	 	Name:  A.J. Dunklau
	 	Title: Chief Executive Officer



 


Accepted
and agreed to as of the date first set forth above:


 


	INVESTOR
	 	 	 
	By:	             	 
	Name:	 
	Title	 
	 	 	 
	[NAME OF TRANSFEREE]	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 


 





{Signature Page to Sponsor Share Transfer
Agreement}

 









    	 		 



     


    

 


The
undersigned Escrow Agent has received a copy of this Agreement and the Subscription Agreement and acknowledges and accepts this
Agreement as of the date first set forth above:


 


CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, as Escrow Agent


 





	By:	                   	 
	Name:  	 
	Title:  	 


 


 


{Signature Page to Sponsor Share Transfer
Agreement}