REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 23, 2018, is made and entered into by and among Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), MFA Investor Holdings LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets, LLC (“Chardan”) and each of the undersigned individuals (together with the Sponsor, Chardan and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
15,000,000 Units Megalith Financial Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
The undersigned, Megalith Financial Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 23, 2018, is by and between Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 23, 2018, by and between Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Megalith Financial Acquisition Corp. New York, NY 10105Letter Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Megalith Financial Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 29th, 2018 • Megalith Financial Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 23, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Megalith Financial Acquisition Corp. (the “Company”), and Chardan Capital Markets LLC (the “Purchaser”).
MEGALITH FINANCIAL ACQUISITION CORP.Megalith Financial Acquisition Corp • August 29th, 2018 • Blank checks • New York
This letter agreement by and between Megalith Financial Acquisition Corp. (the “Company”) and Megalith Capital Management LLC (“MCM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
