Exhibit 10.4


 


NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


THIS NON-COMPETITION
AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 4, 2021,
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, including by the First Amendment to Agreement and Plan of Merger,
dated November 2, 2020 and the Second Amendment to Agreement and Plan of Merger, dated December 8, 2020, 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 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).


 






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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.


 






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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.


 


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.

        201 King of Prussia Road, Suite
        350

        Radnor, PA 19087

        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 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.


 






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(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:	/s/ Richard Ehst
	 	Name: 	Richard Ehst 
	 	Title:	President and Chief Executive Officer






 





	 	Address for Notice:
	 	 
	 	Address:
	 	 
	 	701 Reading Avenue
	 	West Reading, PA 19611
	 	Attn: Carla Leibold, CFO
	 	484-923-8802
	 	cleibold@customersbank.com


 


{Signature Page to Non-Competition
Agreement}


 






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	Acknowledged and accepted as of the date first written above:
	 	 	 
	The Purchaser: 	 
	 	 	 
	MEGALITH FINANCIAL ACQUISITION CORP.	 
	 	 	 
	By:	/s/ A.J. Dunklau	 
	Name:	A.J. Dunklau	 
	Title:	Chief Executive Officer	 
	 	 	 
	The Company:	 
	 	 	 
	BANKMOBILE TECHNOLOGIES, INC.	 
	 	 	 
	By:	/s/ Luvleen Sidhu	 
	Name:	Luvleen Sidhu	 
	Title:	Chief Executive Officer	 


 


{Signature Page to Non-Competition
Agreement}


 


 


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