Exhibit 4.6


 


 


 


BM TECHNOLOGIES, INC. 2021 EMPLOYEE STOCK PURCHASE
PLAN


 


ADOPTED BY THE BOARD OF DIRECTORS: April 23, 2021

APPROVED BY THE COMPANY’S STOCKHOLDERS: Pending

EFFECTIVE DATE: May 1, 2021


 


1. ESTABLISHMENT
AND PURPOSE.


 


(a) Establishment
of Plan. BM Technologies, Inc. (the “Company”), upon approval by the Committee, hereby adopts this BM Technologies,
Inc. 2021 Employee Stock Purchase Plan (the “Plan”), effective May 1, 2021 (the “Effective Date”).


 


(b) Purpose of Plan.
The purpose of the Plan is to provide eligible employees with an incentive to advance the interests of the Company and its Subsidiaries,
by affording them an opportunity to purchase stock of the Company at a favorable price.


 


2. GENERAL.


 


(a) Compliance With
Applicable Laws. The Plan is subject to any applicable provisions of Delaware General Corporation Law, and any other applicable law
or regulation.


 


(b) Effective Date.
The Plan will not become effective until the date that the Plan has been approved by the Board. The effectiveness of the Plan shall be
subject to approval by the holders of a majority of the outstanding shares of capital stock of the Company within twelve (12) months before
or after the date the Plan is adopted by the Board. Such approval shall be obtained in the manner and to the degree required under applicable
laws. No Shares may be delivered to any Participant under the Plan unless and until such shareholder approval is obtained. If such shareholder
approval is not obtained, all options to purchase shares of Stock granted hereunder shall be null and void, except that any payroll deductions
related to the options shall be returned to the applicable Participants.


 


(c) Duration.
The Plan shall remain in effect until the earliest of (i) the date the Board terminates the Plan pursuant to Section 15, (ii) the
Plan’s automatic termination as set forth in Section 15, or (iii) the date that all Shares authorized for issuance under
the Plan shall have been purchased or granted according to the Plan’s provisions.


 


3. DEFINED
TERMS.


 


The following words and phrases as used in this
Plan shall have the meanings set forth in this Section unless a different meaning is clearly required by the context:


 


(a) “Board”
means the Board of Directors of the Company.


 


(b) “Cancellation
Notice” means the notice, in the form approved by the Committee, that is delivered by a Participant who wishes to cancel
his or her election to purchase Stock during an Offering, as described in Section 8(e).


 


(c) “Cause”
shall have the meaning set forth in the Participant’s employment agreement with the Company or one of its Subsidiaries; or if no
such definition exists at the time in question, means, with respect to a Participant, the occurrence of any of the following events: (i) the
Participant’s willful failure to substantially perform his or her duties and responsibilities to the Company or any Subsidiary or
deliberate violation of a material Company or Subsidiary policy; (ii) the Participant’s commission of any material act or acts
of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the Participant’s material unauthorized use or disclosure
of any proprietary information or trade secrets of the Company or any Subsidiary or any other party to whom the Participant owes an obligation
of nondisclosure as a result of his or her relationship with the Company or any Subsidiary; (iv) the Participant’s willful
and material breach of any of his or her obligations under any written plan or covenant with the Company or any Subsidiary; or (v) the
Participant’s willful and material violation of the Company or any Subsidiary’s Code of Ethics, as amended from time to time.
The Committee shall in its discretion determine whether or not a Participant is being terminated for Cause. The Committee’s determination
shall, unless arbitrary and capricious, be final and binding on the Participant, the Company, any Subsidiary, and all other affected persons.
The foregoing definition does not in any way limit the Company or any Subsidiary’s ability to terminate a Participant’s employment
or service at any time, and the term “Company” will be interpreted herein to include any Subsidiary or affiliate or successor
thereto, if appropriate. Any determination by the Committee that the service of a Participant was terminated with or without Cause for
the purposes of the Plan will have no effect upon any determination of the rights or obligations of the Company or any Subsidiary, or
such Participant for any other purpose. For purposes of this definition, Cause shall not be considered to exist unless the Company provides
written notice to the Participant which indicates the specific Cause provision in this Plan relied upon, to the extent applicable sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for such Cause.


 






    


     


    

 


(e) “Change
in Control” means the occurrence of any one or more of the following events: (i) the consummation of a transaction,
or a series of related transactions undertaken with a common purpose, in which any individual, entity or group (a “Person”),
acquires ownership of stock of the Company that, together with stock held by such Person, constitutes more than fifty percent (50%) of
the total fair market value or total voting power of the Company’s stock; or (ii) a sale, lease, exchange or other transfer,
in one transaction or a series of related transactions undertaken with a common purpose, of the Company’s assets having a total
Gross Fair Market Value of forty percent (40%) or more of the total gross fair market value of all of the assets of the Company. For this
purpose, “Gross Fair Market Value” means the value of the assets of the Company, or the value of the assets
being disposed of, determined without regard to any liabilities associated with such assets.


 


For purposes of this Plan, a Change in Control will
not include (i) a transaction in which the holders of the outstanding voting securities of the Company immediately prior to the transaction
hold at least fifty percent (50%) of the outstanding voting securities of the successor company immediately after the transaction; (ii) any
transaction or series of transactions approved by the Board principally for bona fide equity financing purposes in which cash is received
by the Company or any successor thereto or indebtedness of the Company is cancelled or converted or a combination thereof; (iii) a
sale, lease, exchange or other transfer of all or substantially all of the Company’s assets to a majority-owned Subsidiary; or (iv) a
transaction undertaken for the principal purpose of restructuring the capital of the Company, including, but not limited to, reincorporating
the Company in a different jurisdiction.


 


Notwithstanding the foregoing, a Change in Control
will only be deemed to occur if the consummation of the corporate transaction meets the requirements of Treasury Regulation §1.409A-3(a)(5).


 


(f) “Code”
means the Internal Revenue Code of 1986, as amended, and any regulations or formal guidance issued thereunder.


 


(g) “Committee”
means the Compensation Committee of the Board, or in its absence, the Board shall serve as the Committee.


 


(h) “Company”
means BM Technologies, Inc., a Delaware corporation.


 


(i) “Effective
Date” means May 1, 2021.


 


(j) “Eligible
Compensation” means the gross (before taxes and other authorized payroll deductions are withheld) total of all wages, salaries,
commissions, overtime and bonuses received during the Offering Period, but shall not include (i) employer contributions to or payments
from any deferred compensation program, whether such program is qualified under Code Section 401(a) (other than amounts considered
as employer contributions under Code Section 402(e)(3)) or nonqualified, (ii) amounts realized from the receipt or exercise
of a stock option that is not an incentive stock option within the meaning of Code Section 422, (iii) amounts realized at the
time property described in Code Section 83 is freely transferable or no longer subject to a substantial risk of forfeiture, (iv) amounts
realized as a result of an election described in Code Section 83(b), and (v) amounts realized as a result of a disqualifying
disposition within the meaning of Code Section 421(b).


 


(k) “Eligible
Employee” shall have the meaning set forth in Section 7.


 


(l) “Enrollment
Form” means the enrollment form (in writing or electronic) approved by the Committee on which the Participant gives notice
of his or her election to participate in an Offering under the Plan.


 


(m) “Excluded
Class” means any or all of the following classes of employees: (i) employees who have been employed less than two (2)
years; (ii) highly compensated employees (within the meaning of Code Section 414(q)); or (iii) highly compensated employees
(within the meaning of Code Section 414(q)) with compensation above a certain designated level, who are officers, or who are subject
to the disclosure requirements of Section 16(a) of the Securities Exchange Act of 1934.


 






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(n) “Fair
Market Value” of a share of Stock means, for a particular day:


 


(i) If shares of Stock
of the same class are listed or admitted to unlisted trading privileges on any national or regional securities exchange at the date
of determining the Fair Market Value, then the last reported sale price, regular way, on the composite tape of that exchange on that business
day or, if no such sale takes place on that business day, the average of the closing bid and asked prices, regular way, in either case
as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to unlisted trading
privileges on that securities exchange or, if no such closing prices are available for that day, the last reported sale price, regular
way, on the composite tape of that exchange on the last business day before the date in question; or


 


(ii) If subparagraph
(i) does not apply and if sales prices for shares of Stock of the same class in the over-the-counter market are reported by NYSE
American (or a similar system then in use) at the date of determining the Fair Market Value, then the last reported sales price so reported
on that business day or, if no such sale takes place on that business day, the average of the high bid and low asked prices so reported
or, if no such prices are available for that day, the last reported sale price so reported on the last business day before the date in
question; or


 


(iii) If subparagraphs
(i) and (ii) do not apply and if bid and asked prices for shares of Stock of the same class in the over-the-counter market are
reported by NYSE American (or, if not so reported, by the National Quotation Bureau Incorporated) at the date of determining the Fair
Market Value, then the average of the high bid and low asked prices on that business day or, if no such prices are available for that
day, the average of the high bid and low asked prices on the last business day before the date in question; or


 


(iv) If subparagraphs
(i)-(iii) do not apply at the date of determining the Fair Market Value, then the value determined in good faith by the Committee,
which determination shall be conclusive for all purposes; or


 


(v) If subparagraphs
(i), (ii) or (ii) apply, but the volume of trading is so low that the Board determines in good faith that such prices are not
indicative of the fair value of the Stock, then the value determined in good faith by the Committee, which determination shall be conclusive
for all purposes notwithstanding the provisions of subparagraphs (i), (ii), and (iii).


 


If the Committee is required to determine Fair Market
Value under (iv) or (v) above, the Fair Market Value determination will be based on all relevant facts and circumstances, including,
but not limited to: (A) the market value of the shares of comparable banks, and (B) the trend of the Company’s earnings.


 


(o) “Grant
Date” means the first day of an Offering Period.


 


(p) “Offering”
means the offer by the Company during the designated Offering Period to permit Eligible Employees to elect to purchase shares of Stock
at the designated Purchase Price.


 


(q) “Offering
Period” means the period specified by the Committee as described in Section 8.


 


(r) “Participant”
means each Eligible Employee who elects to participate in an Offering Period.


 


(s) “Participating
Affiliate” shall have the meaning set forth in Section 6.


 


(t) “Plan”
means this BM Technologies Inc. 2021 Employee Stock Purchase Plan.


 


(u) “Purchase
Date” means the last day of an Offering Period.


 


(v) “Purchase
Price” means the per share price of Stock to be paid by each Participant on the Exercise Date for an Offering, which amount
shall be eighty-five (85%) of the Fair Market Value of the Stock on the Purchase Date.


 


(w) “Stock”
means the authorized $0.0001 par value common stock of the Company, which shares may be unissued shares or reacquired shares or shares
bought on the market for purposes of the Plan.


 






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(x) “Subsidiary”
means, with respect to the Company, (i) any other corporation of which more than fifty percent (50%) of the outstanding capital stock
having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time,
stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency)
is at the time, directly or indirectly, owned by the Company, and (ii) any partnership, limited liability company or other entity
in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution)
of more than fifty percent (50%). For purposes of this definition, “owned” means a person or entity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote
or to direct the voting, with respect to such securities.


 


4. ADMINISTRATION
OF THE PLAN.


 


The Plan shall be administered by the Committee.
Except to the extent that the full Board is serving as the Committee hereunder, the Committee shall be composed solely of three (3) or
more Non-Employee Directors, in accordance with Rule 16b-3 and shall act only by a majority of its members then in office. Subject
to the provisions of the Plan, the Committee shall interpret and construe the Plan and all options granted under the Plan; shall make
such rules as it deems necessary for the proper administration of the Plan; shall make all other determinations necessary or advisable
for the administration of the Plan, including the determination of eligibility to participate in the Plan and the amount of a Participant’s
option under the Plan; and shall correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option
granted under the Plan, in the manner and to the extent that the Committee deems desirable to carry the Plan or any option into effect.
The Committee shall, in its sole discretion exercised in good faith, make such decisions or determinations and take such actions as it
deems appropriate, and all such decisions, determinations and actions taken or made by the Committee pursuant to this and the other paragraphs
of the Plan shall be conclusive and binding on all parties. The Committee shall not be liable for any decision, determination or action
taken or not taken in good faith in connection with the administration of the Plan. The Committee, in its discretion, may approve the
use of a voice response system or on-line administration system through which Eligible Employees and the Committee may act under the Plan,
as an alternative to written forms, notices and elections.


 


5. STOCK
SUBJECT TO THE PLAN.


 


Subject to the provisions of Section 13, the
aggregate number of shares which may be sold pursuant to options granted under the Plan shall not exceed five hundred thousand (500,000)
shares of Stock. Should any option granted under the Plan expire or terminate prior to its exercise in full, the shares theretofore subject
to such option may again be subject to an option granted under the Plan. Any shares of Stock which are not subject to outstanding options
upon the termination of the Plan shall cease to be subject to the Plan.


 


6. PARTICIPATING
AFFILIATE.


 


Each present and future Subsidiary corporation of
the Company (within the meaning of Code Section 424(f)) that is eligible by law to participate in the Plan shall be a “Participating
Affiliate” during the period that such entity is such a Subsidiary corporation; provided, however, that (a) the
Committee may at any time and from time to time, in its sole discretion, terminate a Participating Affiliate’s participation in
the Plan, and (b) any foreign Subsidiary corporation of the Company shall be eligible to participate in the Plan only upon approval
of the Committee. Any Participating Affiliate may, by appropriate action of its board of directors, terminate its participation in the
Plan. Transfer of employment among the Company and Participating Affiliates shall not be considered a termination of employment hereunder.


 


7. ELIGIBILITY.


 


Any employee of the Company or a Participating Affiliate
(determined under Treasury Regulation section 1.421-1(h)) who satisfies all of the following requirements as of the applicable
Grant Date (“Eligible Employee”) shall be eligible to participate in any Offering Period that begins on or after
the first day of the next calendar quarter after all such requirements are met:


 


(a) The employee is
customarily employed by the Company and/or one or more Participating Affiliates at least twenty (20) hours per week and at least five
(5) months per year; and


 


(b) The employee does
not, immediately after the option is granted, own stock possessing five-percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of a parent or Subsidiary corporation (within the meaning of Sections 423(b)(3) and 424(d)
of the Code); and


 


(c) The employee is
not within one (1) or more Excluded Categories that the Committee has designated (in writing or electronically) as being ineligible
to participate in the Offering.


 






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8. OFFERING.


 


(a) Offering Period.
The Committee shall designate (in writing or electronically) one (1) or more Offering Periods during which the Company will offer
options to Eligible Employees to purchase shares of Stock under this Plan, which designation shall be incorporated by reference into the
Plan. An Offering Period may have any length between one (1) month and one (1) year. Offering Periods may be alternative, concurrent,
sequential or overlapping, and need not have the same duration, commencing or ending dates, or Purchase Prices; provided, however,
all Eligible Employees who are eligible to purchase shares of Stock during an Offering Period shall have the same rights and privileges
with respect to that Offering Period.


 


(b) Election to
Participate. Each Eligible Employee who elects to participate in an Offering (a “Participant”) shall
deliver to the Company or its designee (as determined by the Committee), within the time period designated by the Committee, an Enrollment
Form (in writing or electronic) approved by the Committee, on which the Participant will give notice of his or her election to participate
in the Plan as of the next following Grant Date, and the percentage or specific amount (as determined by the Committee) of his or her
Eligible Compensation to be deducted for each pay period during the Offering Period and credited to a book entry account established in
his or her name. The designated percentage or specific amount of a Participant’s Eligible Compensation to be deducted for each pay
period during an Offering Period may not be less than one-percent (1%) or greater than (i) twenty-five-percent (25%) of the amount
of Eligible Compensation (after taxes and any other authorized payroll deductions are withheld) from which the deduction is made; or (ii) an
amount which will result in non-compliance with the annual limitations stated in Section 8(d) below. The Committee may adopt a procedure
pursuant to which a Participant who has elected to participate in an Offering shall be deemed to have made the same election for each
subsequent Offering for which he or she is eligible, unless and until the Participant cancels his or her election as described in Section 8(e)
below.


 


(c) Payment for
Shares. A Participant may elect to purchase shares of Stock during an Offering Period only by means of payroll deduction.


 


(d) Annual Limitations.
No Eligible Employee shall be granted an option under the Plan to purchase Stock to the extent such grant would permit his or her rights
to purchase Stock under the Plan and under all other employee stock purchase plans of the Company and its parent and Subsidiary corporations
(as such terms are defined in Section 424(e) and (f) of the Code) to accrue at a rate which exceeds, in any one calendar year
in which any such option granted to such Eligible Employee is outstanding at any time (within the meaning of Section 423(b)(8) of
the Code), the lesser of (i) $25,000 in Fair Market Value of Stock (determined in accordance with Section 8(b) at the time the option
is granted), or (ii) fifteen percent (15%) of the Participant’s Eligible Compensation (determined at the time the option is
granted).


 


(e) Cancellation
of Election. Any Participant may cancel his or her election made for an Offering Period at any time prior to thirty (30) days before
the Purchase Date for that Offering Period. Partial withdrawals shall not be permitted. A Participant who wishes to cancel his or her
election must timely deliver (in writing or electronically) to the Company or its designee (as determined by the Committee) a Cancellation
Notice in the form approved by the Committee. The Company, promptly following the time when the such Cancellation Notice is delivered,
shall refund (or cause to be refunded) to the Participant the amount of the cash balance in his or her account under the Plan and shall
cancel the Participant’s payroll deduction authorization and his or her interest in unexercised options under the Plan shall terminate.
A Participant who cancels his or her election shall not be eligible to participate in the Plan during the then current Offering Period,
but shall be eligible to participate again in the Plan in a subsequent Offering Period (provided that the Participant is otherwise
eligible to participate in the Plan at such time and complies with the enrollment procedures).


 


(f) Termination
of Employment. If the employment of a Participant terminates for any reason (including death), his or her election made for the current
Offering Period and his or her participation in the Plan shall terminate as of the date of termination of employment; provided, however,
if such termination occurs within the last two (2) weeks of the Offering Period, the Participant’s participation shall not
terminate until the end of the Offering Period after his or her Plan account has been applied toward the purchase of shares of Stock for
such Offering Period. The Company shall refund to the Participant the amount of the cash balance in his or her account under the Plan,
and no further shares of Stock will be purchased under the Plan.


 


(g) Leaves of Absence.
For purposes of this Plan, the Participant’s employment will be treated as continuing while the Participant is on military, sick
leave or other bona fide leave of absence if such leave does not exceed ninety (90) days or, if longer, such period during which the Participant
continues to be guaranteed reemployment rights by statute or contract as described in Treasury Regulation §1.421-7(h)(2). If a Participant
takes an unpaid leave of absence, then such Participant may not make additional contributions under the Plan while on such unpaid leave
of absence (except to the extent of any Eligible Compensation paid during such leave), but any payroll deductions already taken during
the applicable Offering Period shall be applied to exercise options on the next following Purchase Date, unless cancelled pursuant to
Section 8(e) or (f) above.


 






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9. PURCHASE
OF STOCK.


 


On the Purchase Date at the end of an Offering Period,
each Participant in the Offering, automatically and without any act on his or her part, shall be deemed to have exercised his or her option
to purchase whole shares of Stock at the Purchase Price for such Offering. The number of whole shares of Stock to be purchased by a Participant
shall be the total payroll deductions withheld on behalf of such Participant during the Offering Period divided by the Purchase Price
of the Stock. To the extent that, after the purchase of the maximum number of whole shares of Stock permitted under the Plan with respect
to an Offering Period, there is cash remaining in the Participant’s Plan account, the Company shall as soon as practicable issue
(or cause to be issued) the Participant a check for such amount.


 


10. INSUFFICIENCY
OF SHARES AVAILABLE FOR ISSUANCE.


 


If the total number of shares of Stock remaining
available for issuance pursuant to Section 5 is less than the total number of shares of Stock that has been elected by Participants
to be purchased for a given Offering Period, after application of the limitations in Sections 8(b) and (d) (the “Total
Share Limit”), then the number of shares of Stock that could otherwise be acquired by each Participant for the given Offering
Period shall be reduced proportionately based on the ratio that such available shares bears such total shares elected to be purchased
by all Participants with respect to such Offering Period.


 


11. RESTRICTION
UPON ASSIGNMENT.


 


An Eligible Employee’s rights under the Plan
shall not be transferable otherwise than by will or the laws of descent and distribution. An Eligible Employee’s option to purchase
shares of Stock shall be exercisable, during the Participant’s lifetime, only by the Eligible Employee to whom it was granted. The
Company shall not recognize any assignment or purported assignment by an Eligible Employee of his or her option or of any rights under
his or her option, and any such attempt may be treated by the Company as an election to withdraw from the Plan. Notwithstanding the foregoing,
a Participant may file a written designation of a beneficiary who is to receive any shares of Stock and cash in the Participant’s
Plan account in the event of such Participant’s death. Such designation of beneficiary may be changed by the Participant at any
time by written notice during Participant’s lifetime. Upon the death of a Participant and upon receipt by the Company or its designee
(as determined by the Committee) of proof of the identity and existence of a beneficiary validly designated by him or her under the Plan,
the Company shall deliver (or cause to be delivered) such shares and cash to such beneficiary. In the event of the death of the Participant
and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the
Company shall deliver (or cause to be delivered) such shares of Stock and cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company or any Subsidiary) the Company shall deliver
(or cause to be delivered) such shares of Stock and cash to the applicable court having jurisdiction over the administration of such estate.
No designated beneficiary shall, prior to the death of the Participant by whom he or she has been designated, acquire any interest in
the shares or Stock or cash credited to the Participant under the Plan.


 


12. NO
STOCKHOLDER RIGHTS.


 


A Participant shall not have any rights or privileges
of a stockholder until the Company has issued a certificate for shares of Stock to the Participant following the applicable Purchase Date.
With respect to a Participant’s Stock that has been issued but is held by the Company (or its agent) pursuant to Section 11,
the Company shall, as soon as practicable and in accordance with applicable law, pay the Participant any cash dividends attributable thereto
and facilitate the Participant’s voting rights attributable thereto.


 


13. CHANGES
IN STOCK; ADJUSTMENTS.


 


Whenever any change is made in the Stock, by reason
of a stock dividend or by reason of subdivision, stock split, reverse stock split, recapitalization, reorganization, combinations, reclassification
of shares, or other similar change, appropriate action will be taken by the Committee to appropriately adjust the number of shares of
Stock subject to the Plan, the minimum and maximum number of shares that may be purchased hereunder, and the number and Purchase Price
of shares available for purchase and elections made to purchase such shares during the current Offering Period.


 


Upon the occurrence of a Change in Control, unless
a surviving corporation assumes or substitutes new options to purchase (within the meaning of Code Section 424(a)) for all options
to purchase shares of Stock then outstanding or the Committee elects to continue the options to purchase shares of Stock then outstanding
without change, the Purchase Date for all options then outstanding shall be accelerated to a date fixed by the Committee prior to the
effective date of such Change in Control.


 


It is intended that, if possible, any adjustments
contemplated by the preceding paragraph be made in a manner that satisfies applicable legal, tax (including, without limitation and as
applicable in the circumstances, Section 424 of the Code and Section 409A of the Code) and accounting (to not trigger any charge
to earnings with respect to such adjustment) requirements.


 






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14. USE
OF FUNDS; NO INTEREST PAID.


 


All funds received or held by the Company (or its
agent) under the Plan shall be included in the general funds of the Company free of any trust or other restriction, and may be used for
any corporate purpose. No interest shall be paid to any Participant or credited to his or her account under the Plan.


 


15. AMENDMENT
OR TERMINATION THE PLAN.


 


The Board in its discretion may terminate the Plan
at any time with respect to any shares for which options have not theretofore been granted. The Committee shall have the right to alter
or amend the Plan or any part thereof, from time to time without the approval of the stockholders of the Company; provided, that
no change in any option theretofore granted, other than a change determined by the Committee to be necessary to comply with applicable
law, may be made which would impair the rights of the Participant without the consent of such Participant; and provided, further,
that the Committee may not make any alteration or amendment, without the approval of the stockholders of the Company, which would (i) increase
the aggregate number of shares which may be issued pursuant to the provisions of the Plan (other than as a result of the anti-dilution
provisions of the Plan), (ii) change the annual limitation under Section 8(d)(ii), (iii) extend the term of an Offering
Period or the term of the Plan (as defined below), (iv) change the class of individuals eligible to receive options under the Plan,
or (v) cause options issued under the Plan to fail to meet the requirements for employee stock purchase plans as defined in Section 423
of the Code.


 


Unless earlier terminated by the Board, the Plan
shall automatically terminate, and no further Offering Periods shall begin, ten (10) years after its Effective Date; provided, however,
no termination of the Plan, other than to the extent that the Board determines is necessary or advisable to comply with applicable U.S.
or foreign laws, shall adversely affect in any material way any option previously granted under the Plan, without the written (or electronic)
consent of the Participant who has elected to purchase shares pursuant to such option. No further options to purchase may be granted under
the Plan after the Plan is terminated.


 


16. SECURITIES
LAWS.


 


The Company shall not be obligated to issue any
Stock pursuant to any option granted under the Plan at any time when the shares covered by such option have not been registered under
the Securities Act of 1933, as amended, and such other state and federal laws, rules or regulations as the Company or the Committee deems
applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws,
rules or regulations available for the issuance and sale of such shares. Further, all Stock acquired pursuant to the Plan shall be subject
to the Company’s policy or policies, if any, concerning compliance with securities laws and regulations, as the same may be amended
from time to time.


 


17. NO
RESTRICTION ON CORPORATE ACTION.


 


Nothing contained in the Plan shall be construed
to prevent the Company or any Subsidiary from taking any corporate action which is deemed by the Company or such Subsidiary to be appropriate
or in its best interest, whether or not such action would have an adverse effect on the Plan or any grant made under the Plan. No employee,
beneficiary or other person shall have any claim against the Company or any Subsidiary as a result of any such action.


 


18. CHOICE
OF LAW.


 


The law of the State of Delaware will govern all
questions concerning the construction, validity and interpretation of this Plan and all payments hereunder, without regard to that state’s
conflict of laws rules.


 


19. SEVERABILITY.


 


Each provision in this Plan is severable, and if
any provision is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions
shall not, in any way, be affected or impaired thereby.


 


Adopted this 23rd day of April, 2021.


 


	 	BM TECHNOLOGIES, INC.
	 	 
	 	By:	 	/s/ Robert Ramsey
	 	 	 	Corporate Secretary


 


 


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