Luvleen Sidhu - 31 Jan 2025 Form 4 Insider Report for BM Technologies, Inc.

Footnote F1

On January 31, 2025, pursuant to the Agreement and Plan of Merger, dated October 24, 2024 (the "Merger Agreement"), between Issuer, First Carolina Bank ("Parent") and Double Eagle Acquisition Corp., Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with Issuer continuing as the surviving corporation and wholly-owned subsidiary of the Parent (the "Merger").

Footnote F2

On January 31, 2025, pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $.00001 per share, issued and outstanding prior to the effective time of the Merger was converted into the right to receive an amount in cash equal to $5.00 per share, subject to any withholding of taxes required by applicable law.

Footnote F3

On January 31, 2025, pursuant to the Merger Agreement, each share of Issuer Restricted Stock Units and Performance-Based Restricted Stock Units, other than certain excluded Issuer stock awards ("Eligible Company Stock Award"), whether or not vested, was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) $5.00 and (ii) the total number of shares of Eligible Company Stock Award.

Footnote F4

On March 31, 2023, the Reporting Person was granted an award of 100,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on March 31, 2028. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.

Footnote F5

On March 31, 2023, the Reporting Person was granted a time-based award of 100,000 restricted stock units, with one-fourth of the restricted stock award to vest as of each of the first, second, third and fourth anniversaries of the March 31, 2023 vesting commencement date, subject to the Reporting Person's continued employment with the Issuer, until fully vested on March 31, 2027. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock upon vesting of the unit. In connection with the Merger, the 75,000 unvested restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.

Footnote F6

On February 5, 2024, the Reporting Person was granted a time-based award of 100,000 restricted stock units, with one-fourth of the restricted stock award to vest as of each of the first, second, third and fourth anniversaries of the February 5, 2024 vesting commencement date, subject to the Reporting Person's continued employment with the Issuer, until fully vested on February 5, 2028. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock upon vesting of the unit. In connection with the Merger, the restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.

Footnote F7

On February 5, 2024, the Reporting Person was granted an award of 250,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on February 5, 2029. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization and EBITDA. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.

Footnote F8

On February 5, 2024, the Reporting Person was granted an award of 250,000 performance-based restricted stock units, each of which represented the right to receive one share of the Issuer's common stock over a three- to five-year performance period ending on February 5, 2029. The portion reported was to vest based upon the Issuer achieving certain levels of market capitalization and EBITDA. In connection with the Merger, the performance-based restricted stock units were cancelled and converted into the right to receive cash in the amount described in footnote 3.