Exhibit 10.1


 


MFA Investor Holdings LLC

535 5th Avenue, 29th Floor


New York,
New York 10017


August 6, 2020


Megalith Acquisition Corp.

535 5th Avenue, 29th Floor


New York, New York 10017

Attn: A.J. Dunklau, Chief Executive Officer


 


Re:       Sponsor
Share Letter


Dear Andrew:


Reference is hereby
made to that certain Agreement and Plan of Merger Agreement, dated as of August 6, 2020 (as it may be amended, the “Merger
Agreement”) by and among Megalith Acquisition Corp., a Delaware corporation (including any successor thereto, “Purchaser”),
MFAC Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”),
BankMobile Technologies, Inc., a Pennsylvania corporation (the “Company”), and Customers Bank, a Pennsylvania
state chartered bank and the sole stockholder of the Company (“CUBI”). Any capitalized term used but
not defined herein will have the meanings ascribed thereto in the Merger Agreement.


In
order to induce the Company to enter into the Merger Agreement, MFA Investor Holdings LLC, a Delaware limited liability company
(“Sponsor”), has agreed to enter into this letter agreement (this “Agreement”)
relating to (i) the 4,232,222 shares of Class B common stock par value $0.0001 per share, of Purchaser (the “Founder
Shares”) purchased by Sponsor in a private placement prior to Purchaser’s initial public offering, and (ii)
the 6,195,778 warrants to purchase shares of Class A common stock,
par value $0.0001 per share (“Class A Common Stock”), of Purchaser (the “Sponsor Warrants”),
purchased by Sponsor in a private placement concurrent with Purchaser’s initial public offering.


For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Sponsor and each of the undersigned parties hereby agrees as follows:


		1.	The Sponsor hereby agrees to, upon and subject to the Closing, transfer and assign, subject
                                                           to and in accordance with the terms and conditions of this Agreement, to CUBI all of its right, title and interest in and to
                                                           101,703 Founder Shares (the “CUBI Transferred Shares”). The parties hereto acknowledge that, prior
                                                           to the Closing Sponsor shall also transfer (i) 178,495 Founder Shares (the “SPC Transferred
                                                           Shares”, and together with the CUBI Transferred Shares, the “Transferred Shares”),
                                                           and (ii) 1,311,501 Sponsor Warrants (unless such transfer would trigger a warrant price adjustment under section 4.3.2 of the
                                                           warrant agreement), to Schechter Private Capital, LLC (“SPC”), in connection with a private placement of
                                                           approximately Twenty Million Dollars ($20,000,000) of Class A Common Stock of Purchaser, in accordance with the terms and
                                                           conditions set forth in that certain Subscription Agreement with Purchaser and that certain Agreement to Transfer Sponsor
                                                           Securities, dated August 6, 2020 (the “SPC Sponsor Share Agreement”), among Purchaser, the Sponsor,
                                                           SPC and Continental Stock Transfer and Trust Company. Notwithstanding the forgoing, if the number of SPC Transferred Shares
                                                           decreases to 167,659 shares and the number of Sponsor Warrants transferred to SPC increases to 1,419,864 in accordance with
                                                           the terms of the SPC Sponsor Share Agreement, the number of CUBI Transferred Shares shall be increased to 112,539
                                                           shares.



 






    
 



     


    

 


 


 


		2.	The CUBI Transferred Shares will be transferred by Sponsor to CUBI as a “permitted transferee”
(as defined in the Letter Agreement, dated as of August 23, 2018 (as it may, subject to the terms hereof be amended, the “Insider
Letter”), by and among Purchaser and Sponsor) of Sponsor under Section 7(c) of the Insider Letter, and accordingly
CUBI hereby agrees to become bound by the transfer restrictions in the Insider Letter with respect to its CUBI Transferred Shares
that apply to the Sponsor thereunder, in addition to the other restrictions set forth in this Agreement.



		3.	The Sponsor hereby agrees, upon and subject to the Closing, to forfeit all of the Sponsor Warrants
held by Sponsor at the time of the Closing (the “Forfeited Warrants”). In order to effectuate such forfeiture,
upon the Closing, the Sponsor shall deliver the Forfeited Warrants to Purchaser in certificated or book entry form (at the election
of the Sponsor) for cancellation by Purchaser. Notwithstanding the foregoing, none of the Sponsor warrants shall be forfeited if
Purchaser retains funds in the Trust Account at the Closing in excess of at least Ten Million Dollars ($10,000,000) after the Redemption
but prior to taking into account transaction expenses.



		4.	The Sponsor hereby agrees, upon and subject to the Closing, to forfeit 2,932,222 of the Founder
Shares held by the Sponsor at the time of the Closing (the “Forfeited Shares”). In order to effectuate
such forfeiture, upon the Closing, the Sponsor shall deliver the Forfeited Shares to Purchaser in certificated or book entry form
(at the election of the Sponsor) for cancellation by Purchaser.



		5.	Sponsor hereby agrees that, upon and subject to the Closing, it will not sell, transfer or otherwise
dispose of, or hypothecate or otherwise grant any interest in or to, 300,000 of the Founder Shares retained by Sponsor after the
transfer of the Transferred Shares to CUBI and SPC (the “Earnout Shares”), unless and until a Release
Event has occurred. In the event that a Release Event has not occurred on or prior to the date which is seven (7) years following
the Closing Date (the “Termination Date” and, the period from the Closing Date until and including the
Termination Date, the “Earnout Period”) with respect to the Earnout Shares, Sponsor, hereby agrees to
forfeit the Earnout Shares that have not been subject to a Release Event. In order to effectuate such forfeiture in the event that
a Release Event has not theretofore occurred with respect to the Earnout Shares, upon the Termination Date, Sponsor shall deliver
the Earnout Shares that have not been subject to a Release Event to Purchaser in certificated or book entry form (at the election
of such party) for cancellation by Purchaser. The share certificates representing the Earnout Shares shall contain a legend relating
to transfer restrictions imposed by this Agreement and the risk of forfeiture associated with the Earnout Shares. Such legend shall
be removed upon the request of Sponsor following a Release Event.



		6.	Until and unless the Earnout Shares are forfeited, Sponsor shall have full ownership rights to
its Earnout Shares, including the right to vote such shares and to receive dividends and distributions thereon.



		7.	The Earnout Shares shall vest and no longer be subject to forfeiture as follows (each a “Release
Event”):



		(a)	The Earnout Shares shall vest and no longer be subject to forfeiture or the transfer restrictions
in this Agreement if either (i) the VWAP of Purchaser Class A Common Stock on the principal exchange on which such securities are
then listed or quoted shall have been at or above $15.00 for twenty (20) trading days (which need not be consecutive) over a thirty
(30) trading day period at any time during the Earnout Period; or (ii) Purchaser sells shares of its capital stock in a secondary
offering for at least $15.00 per share (the “Stock Price Trigger”), in each case subject to equitable
adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting
the shares of Purchaser Common Stock after the Closing; provided, however, that the Stock Price Trigger shall be reduced by the
amount of the aggregate cash or the fair market value of any securities or other assets paid or payable by Purchaser to the holders
of Shares of Purchaser Class A Common Stock, on a per share basis, as an extraordinary dividend or distribution following the Closing.



 






    
 
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		(b)	all of the Earnout Shares shall vest and no longer be subject to forfeiture or the transfer restrictions
in this Agreement upon the first of any of the following to occur:



		(i)	if Purchaser is merged, consolidated or reorganized with or into another Person (an “Acquiror”)
and as a result of such merger, consolidation or reorganization, less than 50.1% (whether by voting or economic rights) of the
outstanding equity securities or other capital interests of the Acquiror or surviving or resulting entity is owned in the aggregate
by the shareholders of Purchaser, directly or indirectly, immediately prior to such merger, consolidation or reorganization, excluding
from such computation the interests of the Acquiror or any Affiliate of the Acquiror (the “Pre-Transaction Purchaser
Equityholders”);



		(ii)	Purchaser and/or its subsidiaries sell, assign, transfer or otherwise dispose of (including by
bulk reinsurance outside of the ordinary course of business consistent with past practice), in one or a series of related transactions,
all or substantially all of the assets of Purchaser and its Subsidiaries, taken as a whole, to an Acquiror, less than 50.1% (whether
by voting or economic rights) of the outstanding equity securities or other capital interests of which, immediately following such
sale, assignment or transfer, is owned in the aggregate by the Pre-Transaction Purchaser Equityholders; or



		(iii)	a Schedule 13D or Schedule 14D report (or any successor schedule form or report), each as promulgated
pursuant to the Exchange Act, is filed with the SEC disclosing that any person or group (as the terms “person” and
“group” are used in Section 13(d) or Section 14(d) of the Exchange Act and the rules and regulations promulgated thereunder)
has become the beneficial owner (as the term “beneficial owner” is defined in Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of a percentage of shares of the outstanding Shares of Purchaser Class A Common Stock as shall
be greater than the percentage of such shares that, at the date of such filing, is held by any other person or group that held
more than 50% of the voting or economic power of Purchaser immediately after the Closing.



		8.	Notwithstanding anything to the contrary herein, at or prior to the Closing, Sponsor may transfer
any Sponsor Earnout Shares to any third-party investor who provides equity or debt financing for the transactions contemplated
by the Merger Agreement without the consent of any party hereto, and any Sponsor Earnout Shares so transferred shall reduce the
number of Sponsor Earnout Shares hereunder. Unless otherwise agreed in writing by Sponsor and the investor receiving such shares,
any such transferred Sponsor Earnout Shares shall not be subject to the terms and conditions of this Agreement (but shall continue
to be subject to the provisions of the Insider Letter).



		9.	Purchaser and Sponsor hereby each agree, that without the prior written consent of the Company,
they will not, prior to the Closing, seek or agree to a waiver, amendment or termination of Sections 1 or 7 of the Insider Letter
(or related definitions).



		10.	Subject to Section 8 above, 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; provided, that in the event
that Sponsor liquidates and distributes to its members all securities of Purchaser that it owns in accordance with its organizational
documents, Sponsor may, without obtaining the consent of any other party hereto, transfer the Sponsor Earnout Shares and its rights
and obligations under this Agreement to its members so long as such members agree in writing to be bound by the terms of this Agreement
that apply to Sponsor hereunder. Any purported assignment in violation of this Section 10 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 undersigned and their respective successors and permitted assigns.



 






    
 
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		11.	This Agreement (including the Merger Agreement to the extent incorporated herein) 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; provided, that for the avoidance of doubt, nothing herein shall affect the terms and conditions of the Insider Letter.



		12.	This Agreement may not be changed, amended or modified as to any particular provision, except by
a written instrument executed by all parties hereto. No provision of this Agreement may be waived except in a writing signed by
the party against whom enforcement of such waiver is sought. No failure or delay by a party in exercising any right hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other
right hereunder.



		13.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in
writing and shall be sent in the same manner as provided in Section 12.1 of the Merger Agreement. Unless otherwise specified in
writing by such party, notices to the Sponsor shall be sent to MFA Investor Holdings LLC, 535 5th Avenue, 29th Floor, New York,
New York 10017 attn: A.J. Dunklau, CEO and notices to CUBI shall be sent to the address of the Company Stockholder set forth in
in the Merger Agreement.



		14.	This Agreement shall be construed, interpreted and enforced in a manner consistent with the provisions
of the Merger Agreement. The provisions set forth in Sections 11.3 through 11.8, 11.12 and 11.13, of the Merger Agreement, as in
effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement as if
all references to the “Agreement” in such sections were instead references to this Agreement, and the references therein
to the “Parties” were instead to the parties to this Agreement.



		15.	This Agreement shall terminate at such time, if any, as the Merger Agreement is terminated in accordance
with its terms prior to the Closing, and upon such termination this Agreement shall be null and void and of no effect whatsoever,
and the parties hereto shall have no obligations under this Agreement.



{Remainder of Page Left Blank; Signature
Page Follows}


 


 


 


 


 


 




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


 


	 	
        MFA INVESTOR HOLDINGS LLC

         

	 	By:	 
	 	Name:	 
	 	Title:	 


 


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


	
        MEGALITH ACQUISITION CORP.

         
	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	 	 	 
	CUSTOMERS BANK 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 


 


	Address for Notice:

                                                                       
	 
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	Facsimile No.:	 	 
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