BM Technologies, Inc. (Form: S-8, Received: 09/29/2021 09:38:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BM Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		82-310369
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

201 King of Prussia Road, Suite 350

Wayne, PA 19087

(Address of Principal Executive Offices) (Zip Code)

BM Technologies, Inc. 2020 Equity Incentive Plan

BM Technologies, Inc. 2021 Employee Stock Purchase Plan

(Full title of the plan)

Luvleen Sidhu

Chief Executive Officer

201 King of Prussia Road, Suite 350

Wayne, PA 19087

(Name and address of agent for service)

(877) 327-9515
Telephone number, including area code, of agent for service

Copies to:
Jonathan H. Talcott
E. Peter Strand
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue NW, Suite 900
Washington, DC 20001
Telephone: (202) 689-2800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

Title of securities to be registered	Amount to be Registered			Proposed maximum offering price per share⁽¹⁾		Proposed maximum aggregate offering price⁽¹⁾		Amount of registration fee⁽²⁾
Common Stock, par value $0.0001 per share
2020 Equity Incentive Plan		1,220,037	⁽³⁾	$	8.91	$	10,870,529.67	$	1,185.97
2021 Employee Stock Purchase Plan		500,000	⁽⁴⁾	$	8.91	$	4,455,000.00	$	486.04
Total		1,720,037				$	15,325,529.67	$	1,672.01

(1)

Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, based on the average of the high and low prices for Class A common stock on Nasdaq Capital Market on September 27, 2021, which date is within five business days prior to filing this registration statement.

(2)

Amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act, and was determined by multiplying the aggregate offering price by 0.0001091.

(3)

Represents additional shares of common stock issuable under the BM Technologies, Inc. 2020 Equity Incentive Plan. In addition to such shares, pursuant to Rule 416(a) under the Securities Act, this registration statement covers an undetermined number of shares of common stock of the registrant that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder.

(4)

Represents additional shares of common stock issuable under the BM Technologies, Inc. 2021 Employee Stock Purchase Plan. In addition to such shares, pursuant to Rule 416(a) under the Securities Act, this registration statement covers an undetermined number of shares of common stock of the registrant that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by BM Technologies, Inc. (the “Registrant”) with the U.S. Securities and Exchange Commission (“SEC”) are hereby incorporated by reference into this registration statement (in each case excluding any information furnished and not filed according to applicable rules, such as information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K):

●

the Company’s prospectus filed under Rule 424(b)(3) of the Securities Act on September 28, 2021;

●

the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2021 and March 31, 2021;

●

the Company’s Current Reports on Form 8-K filed with the SEC on January 8, 2021, January 19, 2021, March 31, 2021, April 29, 2021, June 4, 2021, June 17, 2021 and July 14, 2021; and

●

the description of the Registrant’s Common Stock set forth in the Registrant’s registration statement on Form 8-A filed with the SEC on December 8, 2020, and any amendment or report filed with the SEC for the purposes of updating such description.

All documents subsequently filed with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1943, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement (in each case excluding any information furnished and not filed according to applicable rules, such as information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K) and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The registrant’s certificate of incorporation and bylaws provide for indemnification by the registrant of its directors and officers to the fullest extent permitted by the DGCL.

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Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The registrant’s certificate of incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.

The registrant has entered into indemnification agreements with each of its directors and executive officers to provide contractual indemnification in addition to the indemnification provided in its certificate of incorporation. Each indemnification agreement provides for indemnification and advancements by the registrant of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the registrant or, at the registrant’s request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. The registrant believes that these provisions and agreements are necessary to attract qualified directors.

The registrant also maintains standard policies of insurance under which coverage is provided (1) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the registrant, and (2) to the registrant with respect to payments which may be made by the registrant to such officers and directors pursuant to any indemnification provision contained in the registrant’s certificate of incorporation and bylaws or otherwise as a matter of law.

The foregoing summaries are necessarily subject to the complete text of the statute, the registrant’s certificate of incorporation and bylaws, as amended to date, and the arrangements referred to above and are qualified in their entirety by reference thereto.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits required to be filed as part of this registration statement are listed in the Exhibit Index set forth below immediately preceding the signature page to this registration statement.

Item 9. Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

Exhibit No.		Description of Exhibit

4.1		Second Amended and Restated Certificate of Incorporation of BM Technologies, Inc., filed with the Secretary of State of Delaware on January 4, 2021 (incorporated by reference to Exhibit 3.1 of Form 8-K filed by the registrant with the SEC on January 8, 2021).

4.2		Amended and Restated Bylaws of BM Technologies, Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K filed by the registrant with the SEC on January 8, 2021).

4.3		BM Technologies, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of Form 8-K filed by the registrant with the SEC on January 8, 2021). #

4.4		Form of BM Technologies, Inc. time vesting RSU Award Agreement.*#

4.5		Form of BM Technologies, Inc. performance vesting RSU Award Agreement.*#

4.6		BM Technologies, Inc. Employee Stock Purchase Plan.*#

5.1		Opinion of Nelson Mullins Riley & Scarborough LLP.*

23.1		Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1).*

23.2		Consent of BDO USA LLP, independent registered public accounting firm.*

23.3		Consent of Withumsmith + Brown, P.C.*

24.1		Power of Attorney (included on the signature page hereto).*

Filed herewith

Denotes compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on September 29, 2021.

BM TECHNOLOGIES, INC.

By:	/s/ Luvleen Sidhu
	Name:	Luvleen Sidhu
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Luvleen Sidhu and Robert Ramsey, and each of them acting alone, with full power of substitution, such person’s true and lawful attorney-in-fact and agent for such person, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to comply with the Securities Act of 1933 and any rules or regulations or requirements of the SEC in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities on September 29, 2021:

Signature		Title
/s/ Luvleen Sidhu		Chief Executive Officer and Director
Luvleen Sidhu		(Principal Executive Officer)
/s/ Robert Ramsey		Chief Financial Officer
Robert Ramsey		(Principal Financial and Accounting Officer)
/s/ Pankaj Dinodia		Director
Pankaj Dinodia
/s/ A.J. Dunklau		Director
A.J. Dunklau
/s/ Brent Hurley		Director
Brent Hurley
/s/ Marcy Schwab		Director
Marcy Schwab
/s/ Mike Gill		Director
Mike Gill
/s/ Aaron Hodari		Director
Aaron Hodari

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Exhibit 4.4

Form of Grant for Time-Vested RSUs

BM TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT NOTICE

BM Technologies, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the right to receive one share of Common Stock without any payment for such Shares. This award is subject to all of the terms and conditions as set forth in this notice, in the corresponding Restricted Stock Unit Agreement and the Plan, which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Restricted Stock Unit Agreement will have the same definitions as in the Plan or the Restricted Stock Unit Agreement. If there is any conflict between the terms in this notice, Exhibit A to this notice, the corresponding Restricted Stock Unit Agreement and the Plan, then such conflict or inconsistency shall be resolved by giving such documents precedence in the following order: Exhibit A, this notice, the corresponding Restricted Stock Unit Agreement, then the Plan.

Participant:	###PARTICIPANT_NAME###

Date of Grant:	###GRANT_DATE###

Vesting Commencement Date:	###GRANT_DATE OR ALTERNATIVE_VEST_BASE_DATE###

Number of RSUs¹:	###TOTAL_AWARDS###

Type of Grant:	Restricted Stock Units

Vesting Schedule:	This award shall vest pursuant to the schedule set forth in Exhibit A, which is attached hereto and incorporated herein in its entirety.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the corresponding Restricted Stock Unit Agreement and the Plan. Participant acknowledges and agrees that this Restricted Stock Unit Grant Notice and the corresponding Restricted Stock Unit Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the corresponding Restricted Stock Unit Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding this RSU award and supersede all prior oral and written agreements, promises and/or representations on that subject.

By accepting these RSUs, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

BM TECHNOLOGIES, INC.,			PARTICIPANT:
a Delaware corporation

By:
			Signature

Print Name:			Print Name:

			Date:

Attachments: Restricted Stock Unit Agreement; BM Technologies, Inc. 2020 Equity Incentive Plan

¹ Subject to adjustment in accordance with the terms of the Restricted Stock Unit Agreement and the Plan.

Form of Grant for Time-Vested RSUs

EXHIBIT A

VESTING SCHEDULE
TO

BM TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT NOTICE

The Participant’s RSUs will vest as follows:

Twenty-five percent (25%) of the RSUs will become vested in full as of each of the first, second, third and fourth anniversaries of the Vesting Commencement Date; in each case subject to Participant’s continued employment with the Company in good standing until such respective vesting date.

Notwithstanding the foregoing, upon termination of the employment of Participant for reason of Participant’s death or Disability, all outstanding RSUs will automatically become vested in full.

Form of Grant for Time-Vested RSUs

ATTACHMENT I

RESTRICTED STOCK UNIT AGREEMENT

Form of Grant for Time-Vested RSUs

BM TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to Participant’s Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (this “Agreement”), BM Technologies, Inc., a Delaware corporation (the “Company”) has granted Participant the number of RSUs under its 2020 Equity Incentive Plan (the “Plan”) indicated in Participant’s Grant Notice, each of which represents the right to receive one share of Common Stock. The RSUs are granted to Participant effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in the Grant Notice, Exhibit A to the Grant Notice, this Restricted Stock Unit Agreement and the Plan, then such conflict shall be resolved by giving such documents precedence in the following order: Exhibit A, the Grant Notice, this Restricted Stock Unit Agreement, then the Plan. Capitalized terms not explicitly defined in this Restricted Stock Unit Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.

The details of the RSUs, in addition to those set forth in the Grant Notice and the Plan, are as follows:

1. Vesting; Shareholder Rights. The RSUs will vest as provided in Participant’s Grant Notice. Vesting will cease upon the termination of Participant’s service with the Company except as may be provided otherwise in the Vesting Schedule in Exhibit A to Participant’s Grant Notice. Participant will not be deemed to be the holder of, or have any of the rights of a stockholder with respect to any RSUs unless and until Participant has vested and the Company has issued and delivered Shares to Participant and Participant’s name shall have been entered as a stockholder of record on the books of the Company.

2. Dividends/Dividend Equivalent Rights. Notwithstanding any payment by the Company to holders of shares of Common Stock of an ordinary cash dividend on shares of Common Stock, the Participant shall have no rights to receive any dividends or dividend equivalents with respect to the RSUs.

3. Adjustment to Number of RSUs. The number of RSUs are set forth in Participant’s Grant Notice will be adjusted in the event of changes in capital structure and similar events as provided Section 13 of the Plan.

4. Settlement. Subject to Section 5 and Section 9, each RSU will be settled by delivery to Participant of one Share as soon as practicable following the Settlement Date (but in no event later than two and one-half months after the applicable vesting date).

5. Compliance. The Company’s obligation to deliver Shares or otherwise make payment with respect to vested RSUs is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any Shares with respect to the vested RSUs deliver to the Company any representations or other documents or assurances as the Committee deems necessary or desirable to assure compliance with all applicable legal and accounting requirements. The Participant shall have no further rights with respect to any RSUs that are paid or that terminate. The issuance of Common Shares is subject to compliance with all applicable laws and regulations and shall be subject to any applicable lockups and restrictions on resale.

Form of Grant for Time-Vested RSUs

6. Effect of Termination of Employment or Service. Except as may be provided otherwise in the Vesting Schedule in Exhibit A to Participant’s Grant Notice, the Participant’s RSUs shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by or in service to the Company or one of its Affiliates, regardless of the reason for the termination of the Participant’s employment or service with the Company or an Affiliate, whether with or without cause, voluntarily or involuntarily. If any unvested RSUs are terminated hereunder, such RSUs shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

7. Transferability. Except as otherwise provided in the Plan, the RSUs are not assignable or transferable. Without limiting the generality of the foregoing, the RSUs may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, sale, pledge, hypothecation or other disposition of the RSUs or any attempt to make any such levy of execution, attachment or other process will cause the RSUs to terminate immediately. The foregoing transfer restrictions shall not apply to (a) transfers to the Company, or (b) transfers by will or the laws of descent and distribution.

8. RSUs not a Service Contract. The RSUs are not an employment or service contract, and nothing in the RSUs will be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue Participant’s employment or service. In addition, nothing in the RSUs will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that Participant might have as a member of the Company’s Board or a consultant for the Company or an Affiliate.

9. Withholding Obligations.

(a) At the time the RSUs vest, in whole or in part, and at any time thereafter as requested by the Company, Participant hereby agrees to make adequate provision for (including by means of a “same day sale” pursuant to a broker-assisted cashless program to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the vesting and settlement of the RSUs.

(b) In the event that Participant fails to make the adequate provisions contemplated by Section 9(a) above, then, subject to compliance with any applicable legal conditions or restrictions, the Company shall have the option in its sole discretion (but not the obligation) to withhold from fully vested Shares otherwise issuable to Participant upon the settlement of the RSUs a number of whole Shares having a Fair Market Value, determined by the Company as of the date of vesting or settlement as applicable, not in excess of the amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of the RSUs as a liability for financial accounting purposes).

(c) The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, vesting or settlement of any RSU. Neither the Company nor any affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or settlement of the RSUs. Participant should consult with Participant’s personal tax advisor regarding the tax ramifications, if any, which result from receipt of the RSUs, the subsequent issuance, if any, of Shares on settlement of the RSUs, and subsequent disposition of any such Shares. Participant acknowledges that the Company may be required to withhold federal, state and/or local taxes in connection with the vesting and/or settlement of the RSUs. No RSUs will vest or be settled unless and until Participant has made the adequate provisions contemplated by Section 9(a) or the Company has exercised its option to withhold the necessary amount of Shares pursuant to Section 9(b) above. The Company will have no obligation to issue a certificate for Shares in respect of the RSUs unless the obligations set forth in this Section 9 are satisfied.

Form of Grant for Time-Vested RSUs

(d) Notwithstanding the foregoing provisions of this Section 9, with respect to any Participant that is subject to Section 16(a) of the Securities Exchange Act of 1934, as amended, unless (i) otherwise determined by the Committee at any time after the Date of Grant or (ii) such Participant has previously notified the Chief Financial Officer of the Company (or his designee) that he or she will pay the amount of any applicable federal, state, local or foreign withholding taxes directly to the Company in cash, upon any payment of Shares in respect of the RSUs, the Company shall automatically reduce the number of Shares to be delivered by (or otherwise reacquire) the appropriate number of whole Shares, valued at their then Fair Market Value, to satisfy any withholding obligations of the Company or any Affiliate with respect to such distribution of Shares at the applicable withholding rates. In the event that the Committee determines not to satisfy, or the Company cannot legally satisfy, such withholding obligations by such reduction of Shares, or in the event of a cash payment or any other withholding event in respect of the RSUs, the Company or any Affiliate shall be entitled to require a cash payment by or on behalf of such Participant and/or to deduct from other compensation payable to such Participant any sums required by federal, state, local or foreign tax law to be withheld with respect to such distribution or payment.

10. Section 409A; Tax Consequences. It is the Company’s intent that payments under this Restricted Stock Unit Agreement and Grant Notice shall be exempt from Code Section 409A to the extent applicable, and that this Restricted Stock Unit Agreement be administered accordingly. Notwithstanding anything to the contrary contained in this Restricted Stock Unit Agreement, Grant Notice or any employment agreement Participant has entered into with the Company, to the extent that any payment or benefit under this Restricted Stock Unit Agreement is determined by the Company to constitute “non-qualified deferred compensation” subject to Code Section 409A and is payable to Participant by reason of termination of Participant’s employment, then (a) such payment or benefit shall be made or provided to Participant only upon a “separation from service” as defined for purposes of Code Section 409A under applicable regulations and (b) if Participant is a “specified employee” (within the meaning of Code Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months and one day after the date of Participant’s separation from service (or earlier death). Each payment under this Restricted Stock Unit Agreement shall be treated as a separate payment under Code Section 409A. Participant hereby agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes Participant’s tax liabilities. Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the RSUs or Participant’s other compensation.

11. Notices. Any notices provided for in the Restricted Stock Unit Agreement or the Plan will be given in writing and will be deemed effectively given upon receipt. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and these RSUs by electronic means or to request Participant’s consent to participate in the Plan by electronic means. By accepting these RSUs, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

12. Agreement Summaries. In the event that the Company provides Participant (or anyone acting on Participant’s behalf) with summary or other information concerning, including or otherwise relating to rights or benefits under this Agreement (including, without limitation, the RSUs and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by Exhibit A, the Grant Notice, this Restricted Stock Unit Agreement and the Plan and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

Form of Grant for Time-Vested RSUs

13. Clawback Policy. The RSUs are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the RSUs or any Shares or other cash or property received with respect to the RSUs (including any value received from a disposition of the Shares acquired upon payment of the Restricted Stock Units).

14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

15. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

16. Counterparts; Electronic Signature. This Agreement may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. To the extent a party signs this Agreement using electronic signature technology, by clicking “sign,” “accept,” or similar acknowledgement of acceptance, such party is signing this Agreement electronically, and electronic signatures appearing on this Agreement (or entered as to this Agreement using electronic signature technology) shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

17. Acknowledgements. Participant understands, acknowledges, agrees and hereby stipulates that: (a) Participant is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; (b) the RSUs are intended to be consideration in exchange for the promises and covenants set forth in this Agreement; (c) Participant has carefully read, considered and understand all of the provisions of this Agreement and the Company’s policies reflected in this Agreement; (d) Participant has asked any questions needed for Participant to understand the terms, consequences and binding effect of this Agreement and Participant fully understands them; (e) Participant was provided an opportunity to seek the advice of an attorney and/or a tax professional of Participant’s choice before accepting this award of RSUs and (f) the obligations and restrictions set forth in this Agreement are fair and reasonable. In addition, Participant understands, acknowledges, agrees and hereby stipulates that (1) Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other award materials by and among the Company and its Affiliates for the purpose of implementing, administering and managing participation in the Plan; (2) Participant understands that the Company may hold certain personal information about Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan; (3) Participant understands that Data will be transferred to such stock plan service provider as may be selected by the Company, presently or in the future, which may be assisting the Company with the implementation, administration and management of the Plan; (4) Participant authorizes the Company, the stock plan service provider as may be selected by the Company, and any other possible recipients which may assist the Company, presently or in the future, with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan; (5) Participant understands that Participant is providing the consents herein on a purely voluntary basis; (6) if Participant does not consent, or if Participant later seeks to revoke consent, or instruct the Company to cease the processing of the Data, Participant’s employment status will not be adversely affected and the only adverse consequence of refusing or withdrawing Participant’s consent or instructing the Company to cease processing, is that the Company would not be able to grant Participant RSUs or any other equity awards or administer or maintain such awards; and (7) Participant understands that refusing or withdrawing consent may affect Participant’s ability to participate in the Plan.

Form of Grant for Time-Vested RSUs

ATTACHMENT II

BM TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN

Exhibit 4.5

Form of Grant for 2021 Time/Performance Based Awards

BM TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT NOTICE

Participant:	###PARTICIPANT_NAME###

Date of Grant:	###GRANT_DATE###

Vesting Commencement Date:	###GRANT_DATE OR ALTERNATIVE_VEST_BASE_DATE###

Number of RSUs¹:	###TOTAL_AWARDS###

Type of Grant:	Restricted Stock Units

Vesting Schedule:	This award shall vest pursuant to the schedule set forth in Exhibit A, which is attached hereto and incorporated herein in its entirety.

BM TECHNOLOGIES, INC.,			PARTICIPANT:
a Delaware corporation

By:
			Signature


Print Name:			Print Name:
			Date:

Attachments: Restricted Stock Unit Agreement; BM Technologies, Inc. 2020 Equity Incentive Plan

¹ Subject to adjustment in accordance with the terms of the Restricted Stock Unit Agreement and the Plan.

Form of Grant for 2021 Time/Performance Based Awards

EXHIBIT A

VESTING SCHEDULE
TO

BM TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT NOTICE

For purposes of vesting, fifty percent (50%) of the Participant’s total RSUs granted hereunder are designated as “Time-Based Awards” and fifty percent (50%) of the Participant’s total RSUs granted hereunder are designated as “Performance-Based Awards.”

The Participant’s Time-Based RSUs will vest as follows:

Twenty-five percent (25%) of the RSUs that are Time-Based Awards will become vested in full as of each of the first, second, third and fourth anniversaries of the Vesting Commencement Date; in each case subject to Participant’s continued employment with the Company in good standing until such respective vesting date.

Notwithstanding the foregoing, upon termination of the employment of Participant for reason of Participant’s death or Disability, all outstanding RSUs that are Time-Based Awards will automatically become vested in full.

The Participant’s Performance-Based RSUs will vest as follows:

(1)

One-third of the RSUs that are Performance-Based Awards will become vested upon the later of (a) the third anniversary of the Vesting Commencement Date or (b) the achievement of a 90-trading day trailing average market capitalization of $220 million on or prior to the fifth anniversary of the Vesting Commencement Date;

(2)

One-third of the RSUs that are Performance-Based Awards will become vested upon the later of (a) the third anniversary of the Vesting Commencement Date or (b) the achievement of a trailing 12-month EBITDA of $35 million on or prior to the fifth anniversary of the Vesting Commencement Date; and

(3)

One-third of the RSUs that are Performance-Based Awards will become vested upon the later of (a) the third anniversary of the Vesting Commencement Date or (b) the achievement of one of the following strategic milestones on or prior to the fifth anniversary of the Vesting Commencement Date:

(i)

650,000 new account in one year;

(ii)

one new top tier brand-name BaaS partner; or

(iii)

a portfolio of at least three medium-sized BaaS partners;

in each case subject to Participant’s continued employment with the Company in good standing until such respective vesting date.

Form of Grant for 2021 Time/Performance Based Awards

Achievement of performance goals will be determined by the Committee, in good faith, at each calendar quarter-end following the Date of Grant.

Vesting in Connection with a Change of Control for Time-Based Award and Performance-Based Awards:

In the event of a Change of Control, with respect to any Awards assumed by the Surviving Entity, the foregoing vesting schedules with respect to Time-Based Awards and Performance-Based Awards will remain in effect; provided, that, such outstanding Time-Based Awards and Performance-Based Awards shall automatically become fully vested in the event of (i) the involuntary termination of the Participant’s employment or service within the 24-month period beginning on the date of the Change of Control for any reason other than for Cause, or (ii) the occurrence, within the 24-month period beginning on the date of the Change of Control, of Good Reason for the voluntary termination of employment by the Participant, regardless of whether the Participant actually takes steps to voluntarily terminate employment.

For these purposes, “Good Reason” shall mean, the occurrence of any of the following within the 12-month period beginning on the date of a Change of Control:

(A) a material reduction in the Participant’s base salary or wage rate or target incentive opportunity;

(B) the relocation of the Participant’s principal place of employment to a location more than fifty miles from the Grantee’s principal place of employment as of immediately prior to the Change of Control or to a location that increases the Participant’s commute by more than fifty miles;

(D) Company’s failure to continue any significant compensation and benefit plans.

In the event of a Change of Control, with respect to any Awards not assumed by the Surviving Entity, or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee or the Board, all outstanding Awards shall become immediately vested at or immediately prior to the consummation of the Change of Control.

Form of Grant for 2021 Time/Performance Based Awards

ATTACHMENT I

RESTRICTED STOCK UNIT AGREEMENT

Form of Grant for 2021 Time/Performance Based Awards

BM TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

The details of the RSUs, in addition to those set forth in the Grant Notice and the Plan, are as follows:

Form of Grant for 2021 Time/Performance Based Awards

9. Withholding Obligations.

Form of Grant for 2021 Time/Performance Based Awards

14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

15. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

Form of Grant for 2021 Time/Performance Based Awards

ATTACHMENT II

BM TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN

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.

(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.

(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.

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.

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.

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 23^rd day of April, 2021.

	BM TECHNOLOGIES, INC.

	By:		/s/ Robert Ramsey
			Corporate Secretary

Exhibit 5.1

	NELSON MULLINS RILEY & SCARBOROUGH LLP
	ATTORNEYS AND COUNSELORS AT LAW

	101 Constitution Avenue, NW
	Suite 900
	Washington, DC 20001
	T: 202.689.2983 F: 202.689.2952
	nelsonmullins.com

September 29, 2021

BM Technologies, Inc.
201 King of Prussia Road, Suite 350

Wayne, PA 19087

RE: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to BM Technologies, Inc., a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”), relating to the Company’s BM Technologies, Inc. 2020 Equity Incentive Plan (the “Plan”) and the Company’s BM Technologies, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on or about September 28, 2021. The Registration Statement relates to 1,220,037 shares (the “Plan Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”), for issuance under the Plan, and 500,000 shares (the “ESPP Shares,” and together with the Plan Shares, the “Shares”) of Common Stock for issuance under the ESPP Plan.

We hereby consent to the filing of this opinion as Exhibits 5 and 23.1 to the Registration Statement and to the reference to our name in the Registration Statement.

As counsel to the Company, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such statutes, documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary for the purpose of this opinion, including the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and the record of the proceedings of the directors of the Company.

Based upon the foregoing, we are of the opinion that the Shares that may be issued and sold from time to time in accordance with the Plan or the ESPP, as applicable, have been duly authorized for issuance and will, when issued, sold and, when applicable, paid for in accordance with the Plan or the ESPP, as applicable, be legally issued, fully paid and non-assessable.

North Carolina | South Carolina | Tennessee | West Virginia

BM Technologies, Inc.

September 29, 2021

Page 2

This opinion is being rendered to be effective as of the effective date of the Registration Statement, and we disclaim any obligation to revise or supplement this opinion should the present Delaware General Corporation Law be changed by legislative action, judicial decision or otherwise, should there be factual developments which might affect any matters or opinions set forth herein or for any other reason.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to address herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

	Very truly yours,

	/s/ Nelson Mullins Riley & Scarborough, LLP

	NELSON MULLINS RILEY & SCARBOROUGH, LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

BM Technologies, Inc.

Wayne, Pennsylvania

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of BM Technologies, Inc. of our report dated March 31, 2021 (except for Notes 1, 4 and 17, as to which the date is July 19, 2021) relating to the financial statements of BankMobile Technologies, Inc. (now known as BM Technologies, Inc.) which appears in the Prospectus filed pursuant to Rule 424(b)(3) of the Securities Act on September 28, 2021.

/s/ BDO USA, LLP

Philadelphia, Pennsylvania

September 29, 2021

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this prospectus constituting a part of this Registration Statement on Form S-8 of our report dated July 13, 2021 (which includes an explanatory paragraph relating to BM Technologies, Inc. (f/k/a Megalith Financial Acquisition Corp.) ability to continue as a going concern), relating to the consolidated financial statements of BM Technologies, Inc. (f/k/a Megalith Financial Acquisition Corp.) and to the reference to our Firm under the caption “Experts” in the prospectus.

/s/ WithumSmith+Brown, PC

New York, New York
September 29, 2021