UNDERWRITING AGREEMENT between ALFI, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters ALFI, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, Alfi, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementAlfi, Inc. • May 6th, 2021 • Services-computer programming, data processing, etc.
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Kingswood Capital Markets, division of Benchmark Investments, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 3, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alfi, Inc., a Delaware corporation (the “Company”), up to 186,567 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 10th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • New York
LECTREFY INC. SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENTSeries Seed Preferred Stock Investment Agreement • February 10th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc.
This Series Seed Preferred Stock Investment Agreement (this “Agreement”) is dated as of the Agreement Date and is between and among the Company, the Purchasers and the Key Holders.
ALFI, INC. STOCK OPTION AWARD AGREEMENTOption Agreement • May 16th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc. • Delaware
Executive Employment AgreementExecutive Employment Agreement • March 2nd, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 10, 2021 (the “Effective Date”), by and between Alfi, Inc. (together with its successors and assigns, the “Company”), and Dennis McIntosh (“Executive”).
SECOND AMENDED AND RESTATED NON-REVOLVING LINE OF CREDIT NOTEAlfi, Inc. • October 5th, 2022 • Services-computer programming, data processing, etc.
This Note amends, restates and replaces in its entirety that certain Amended and Restated Non-Revolving Line of Credit Note, dated as of June 27, 2022, made by the Borrower in favor of the Lender with a principal sum of up to Two Million Seven Hundred Fifty Thousand AND No/100 DOLLARS ($2,750,000.00) to increase such principal sum as set forth herein.
BRIDGE LOAN AGREEMENTBridge Loan Agreement • March 23rd, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made effective March 22, 2021, by and among the individual Lenders as specified on the signature page below (collectively, “Lender”), and ALFI INC., a Delaware corporation, having a business address of 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139 USA (“Borrower”).
ContractAlfi, Inc. • August 8th, 2022 • Services-computer programming, data processing, etc. • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ALFI, INC. Suite 547 Miami Beach, Florida 33139 February 2, 2022Letter Agreement • May 16th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc.
This letter agreement (this “Letter Agreement”) will confirm the understanding and agreement between the Company and Dennis McIntosh (“You,” and collectively with the Company, the “Parties”) with respect to the subject matter hereof.
ALFI, INC. CONSULTING AGREEMENTConsulting Agreement • May 10th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
This Consulting Agreement (this “Agreement”) is entered into effective as of March 15th, 2021 (the “Effective Date”), by and between (i) Alfi, Inc., a Delaware corporation (the “Company”), and (ii) Ron Spears an individual resident of the State of California (“Consultant”).
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 1st, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
The Parties have entered into a Credit and Security Agreement, dated as of April 12, 2022 (the “Credit Agreement”) and desire to amend the Credit Agreement to increase the amount of the line of credit available thereunder as described in this Amendment No. 1.
AMENDMENT NO. 1 TO SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENTPreferred Stock Investment Agreement • February 10th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • Delaware
AMENDMENT NO. 1 TO SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENT, effective as of October 31, 2019 (this “Amendment”), by and between Lectrefy, Inc., a Delaware corporation (the “Company”), and Lee Aerospace, Inc., a Kansas corporation (“Lee Aerospace”). The Company and Lee Aerospace may be referred to herein each as a “Party” and collectively as the “Parties.”
PATENT SECURITY AGREEMENTPatent Security Agreement • April 18th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
THIS PATENT SECURITY AGREEMENT, dated April 12, 2022, is made by Alfi, Inc., a Delaware corporation (the “Debtor”), in favor of Lee Aerospace, Inc., a Kentucky corporation (together with its successors and assigns, the “Secured Party”).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 18th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
THIS CREDIT AND SECURITY AGREEMENT (this “Credit Agreement”) is made this April 12, 2022, by and between ALFI, INC, a Delaware corporation, as the borrower hereunder (the “Company” or the “Borrower”), and Lee Aerospace Inc., a Kansas corporation (the “Lender” and, together with the Borrower, the “Parties” and each, individually, a “Party”).
AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 8th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
The Parties have entered into a Credit and Security Agreement, dated as of April 12, 2022, as amended by Amendment No. 1 to Credit and Security Agreement, dated as of June 27, 2022 (as so amended, the “Credit Agreement”), and desire to amend the Credit Agreement to as set forth herein.
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 6th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of May 6, 2021 (the “Issuance Date”) between Alfi, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
LECTREFY INC. SECURITY AGREEMENTSecurity Agreement • February 10th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
This Security Agreement (this “Security Agreement”) is made as of January 15, 2020 (the “Effective Date”), by and between Lectrefy Inc., a Delaware corporation (the “Company”), and Lee Aerospace, Inc., a Kansas corporation (“Investor”). Capitalized but otherwise undefined terms used herein shall have the respective meanings provided therefor in the Note (as defined below).
AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 5th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
The Parties have entered into a Credit and Security Agreement, dated as of April 12, 2022, as amended by Amendment No. 1 to Credit and Security Agreement, dated as of June 27, 2022, as amended by Amendment No. 2 to Credit and Security Agreement, dated as of August 5, 2022 (as so amended, the “Credit Agreement”), and desire to amend the Credit Agreement as set forth herein.
LETTER AGREEMENT RELATED TO PURCHASE OF LENOVO TABLETS FOR ALFI PROJECTLetter Agreement • February 10th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc.
This Letter Agreement (this “Agreement”) dated effective March 19, 2020, relates to that certain purchase by Lee Aerospace, Inc. (“Lee Aero”), of certain Lenovo tablets, which shall be purchased by Lee Aero, on behalf of and for the benefit of Alfi, Inc. (“Alfi”).
LIMITED RELEASE OF CLAIMSRelease of Claims • May 16th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc.
This Limited Release of Claims (hereinafter, this “Release”) is made and entered into as of February 2, 2022 (the “Effective Date”), by and between Dennis McIntosh (“McIntosh”) and Alfi, Inc. (the “Company”) (collectively, the “Parties”).
LIMITED RELEASE OF CLAIMSLimited Release of Claims • May 16th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc.
This Limited Release of Claims (hereinafter, this “Release”) is made and entered into as of February 2, 2022 (the “Effective Date”), by and between Paul Pereira (“Pereira”) and Alfi, Inc. (the “Company”) (collectively, the “Parties”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • April 9th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made effective April 1, 2021, by and among the individual Lenders as specified on the signature page below (collectively, “Lender”), and ALFI INC., a Delaware corporation, having a business address of 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139 USA (“Borrower”).
ALFI, INC. Suite 547 Miami Beach, Florida 33139 February 2, 2022Letter Agreement • May 16th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc.
This letter agreement (this “Letter Agreement”) will confirm the understanding and agreement between the Company and Paul Pereira (“You,” and collectively with the Company, the “Parties”) with respect to the subject matter hereof.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 18th, 2022 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
THIS TRADEMARK SECURITY AGREEMENT, dated April 12, 2022, is made by Alfi, Inc., a Delaware corporation (the “Debtor”), in favor of Lee Aerospace, Inc., a Kentucky corporation (together with its successors and assigns, the “Secured Party”).
AGreement And PLan Of MErgerAgreement and Plan of Merger • February 10th, 2021 • Alfi, Inc. • Services-computer programming, data processing, etc. • Florida
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 11, 2018 (the “Effective Date”), is entered into by and between Lectrefy Inc., a Florida corporation (“Lectrefy Florida”) and Lectrefy Inc., a Delaware corporation (“Lectrefy Delaware”).
