UNDERWRITING AGREEMENT between FLEXSHOPPER, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters FLEXSHOPPER, INC.Underwriting Agreement • September 24th, 2018 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
The undersigned, FlexShopper, 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 or affiliates of FlexShopper, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, 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:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 24th, 2018 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2018 (the “Issuance Date”) between FlexShopper, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
OFFICE LEASE by and between Mainstreet CV North 40, LLC, a Delaware limited liability company (“Landlord”) and FlexShopper, LLC, a North Carolina limited liability company (“Tenant”) Dated as of the date set forth below Landlord’s signature OFFICE LEASEOffice Lease • March 11th, 2019 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • Florida
CREDIT AGREEMENT dated as of March 27, 2024 among FLEXSHOPPER 2, LLC, as Company, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION as Paying Agent, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, and Powerscourt Investments 50, LP, as Administrative...Credit Agreement • March 28th, 2024 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
This CREDIT AGREEMENT, dated as of March 27, 2024 (the “Agreement”), is entered into by and among FlexShopper 2, LLC, a Delaware limited liability company (the “Company”), the Lenders party hereto from time to time, (the “Lenders”), Computershare Trust Company, National Association, as Paying Agent for the Lenders (in such capacity, "Paying Agent"), and Powerscourt Investments 50, LP, a Delaware limited liability company, as Administrative Agent for the Lenders (the “Administrative Agent”).
REALTOR* North Carolina Association of REALTORS® COMMERCIAL LEASE AGREEMENT (Multi-Tenant Facility)Lease Agreement • May 19th, 2008 • Anchor Funding Services, Inc. • Short-term business credit institutions
oIf this box is checked, the obligations of Tenant under this Lease are secured by the guaranty of n/a (name(s) of guarantor(s)) attached hereto and incorporated herein by reference.
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2015 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 1, 2015 is entered into by and between FlexShopper, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Russ Heiser (the “Employee”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 13th, 2016 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
THIS INVESTOR RIGHTS AGREEMENT, dated as of June 10, 2016 (this “Agreement”), by and among FlexShopper, Inc., a Delaware corporation (the “Company”), the Management Stockholder and the Investors listed on the signature pages hereto (each an “Investor”, and together, the “Investors”). Each of the Investors, the Company and the Management Stockholder are from time to time referred to herein as a “Party” and collectively as the “Parties”.
AGREEMENT OF LEASE between OAKLAND COMMERCE CENTER, LLC And FLEXSHOPPER, LLCAgreement of Lease • March 30th, 2016 • FlexShopper, Inc. • Services-equipment rental & leasing, nec
THIS LEASE is made and entered into as of this ____ day of __________, 2015, by and between OAKLAND COMMERCE CENTER, LLC (“Landlord”) a Florida limited liability company, having its principal office at 1900 Glades Rd., Suite 351 Boca Raton, FL 33431 and FLEXSHOPPER, LLC, a Foreign limited liability company (“Tenant”).
FACTORING AGREEMENTFactoring Agreement • December 2nd, 2009 • Anchor Funding Services, Inc. • Short-term business credit institutions • Texas
THIS FACTORING AGREEMENT (this "Agreement") dated as of November 30, 2009, is entered into by and between ANCHOR FUNDING SERVICES, LLC, a North Carolina limited liability company ("Seller") and GREYSTONE COMMERCIAL SERVICES LP, a Delaware limited partnership ("Greystone"). In consideration of the mutual covenants and agreements contained herein, Seller and Greystone hereby agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2020 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • Florida
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into effective as of the Commencement Date by and between FlexShopper, Inc., a Delaware corporation (the “Company”), and Russ Heiser (hereinafter, the “Executive”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 12th, 2015 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
THIS INVESTOR RIGHTS AGREEMENT, dated as of March 6, 2015 (this “Agreement”), by and among FlexShopper, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”). Each of the Investor and the Company are from time to time referred to herein as a “Party” and collectively as the “Parties”.
GUARANTY AGREEMENT (Brad Bernstein)Guaranty Agreement • November 26th, 2008 • Anchor Funding Services, Inc. • Short-term business credit institutions • Rhode Island
FOR TEN DOLLARS ($10.00) in hand paid and in order to induce TEXTRON FINANCIAL CORPORATION, a Delaware corporation in its capacity as agent (together with is successors in such capacity, "Agent") for the Lenders (as hereinafter defined), and the Lenders to make loans or extend credit from time to time, in accordance with the terms of the Loan Agreement (as hereinafter defined), to ANCHOR FUNDING SERVICES, LLC, a North Carolina limited liability company ("Debtor"), and for other good and valuable consideration, the undersigned ("Guarantor") hereby unconditionally and absolutely guarantees to Agent and Lenders the due and punctual payment, performance and discharge (whether upon stated maturity, demand, acceleration or otherwise in accordance with the terms thereof) of all such loans and extensions of credit and all other debts, liabilities and obligations of Debtor to or held by Agent or any Lender (including any portion thereof nominally held by Agent or any Lender on behalf of others
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2010 • Anchor Funding Services, Inc. • Short-term business credit institutions • Connecticut
This Employment Agreement (this “Agreement”) is made and entered as of December 4, 2009, by and between Brookridge Funding Services, LLC, a North Carolina limited liability company (hereinafter “Employer”), and John A. McNiff III, a resident of the State of Connecticut (hereinafter “Employee”), and is joined in by Anchor Funding Services, Inc., a Delaware corporation.
OFFICE LEASEOffice Lease • March 8th, 2018 • FlexShopper, Inc. • Services-equipment rental & leasing, nec
THIS OFFICE LEASE (the “Lease”) is made and entered into as of the Date of this Lease, by and between Landlord and Tenant. “Date of this Lease” shall mean the date on which the last one of the Landlord and Tenant has signed this Lease.
REVOLVING CREDIT NOTEAnchor Funding Services, Inc. • October 24th, 2008 • Short-term business credit institutions • North Carolina
FOR VALUE RECEIVED, ANCHOR FUNDING SERVICES, LLC at 10801 Johnston Road, Suite 210, Charlotte NC 28226 (“Borrower”), promises to pay to the order of George Rubin (“Lender”) the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000), or such other amount as shall have been advanced and be outstanding hereunder and remain unpaid, with interest thereon compounded annually from the earliest date set forth on the Advancement/Payment Schedule (as defined below) until paid at a rate of twelve percent (12%) per annum.
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, CONSENT AND TEMPORARY WAIVERThe Credit Agreement • March 30th, 2016 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
This AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, CONSENT AND TEMPORARY WAIVER (this "Agreement") is made and entered into as of February 11, 2016 among FLEXSHOPPER 2, LLC, (the "Company") and WE 2014-1, LLC (the "Administrative Agent" and "Lender").
WARRANT AMENDMENT AND EXCHANGE AGREEMENTWarrant Amendment and Exchange Agreement • December 30th, 2019 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
THIS WARRANT AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of December 30, 2019, is by and between FlexShopper, Inc., a Delaware corporation (the “Company”), and the holder named on the signature page hereto (the “Holder”).
Asset Purchase Agreement between the Company and Brookridge Funding, LLCAsset Purchase Agreement • December 8th, 2009 • Anchor Funding Services, Inc. • Short-term business credit institutions • North Carolina
This Asset Purchase Agreement (this “Agreement”) is entered into as of December 4, 2009, by and among Brookridge Funding Services, LLC, a North Carolina limited liability company and wholly-owned Subsidiary of Parent (“Buyer”), Brookridge Funding, LLC, a Delaware limited liability company (“Seller”), Anchor Funding Services, Inc., a Delaware corporation (“Parent”), Michael P. Hilton, a resident of the State of Connecticut (“Hilton”), and John A. McNiff III, a resident of the State of Connecticut (“McNiff” and together with Hilton, the “Members” and each a “Member”).
TERMINATION OF LEASE AND SURRENDER, ACCEPTANCE AND RELEASETermination of Lease • October 22nd, 2009 • Anchor Funding Services, Inc. • Short-term business credit institutions
THIS TERMINATION OF LEASE AND SURRENDER, ACCEPTANCE AND RELEASE ("Termination Agreement") is made this 16 day of October, 2009, (the "Effective Date") by and between Boca Town Partners, LLC, a Florida limited liability company having a principal place of business at 800 Yamato Road, Suite 100 Boca Raton, Florida 33431 ("Landlord") and Anchor Funding Services, LLC, a North Carolip limited liability company having a principal place of business at 10801 Johnston Road, Charlotte, North Carolina 28226 ("Tenant).
Memorandum of Understanding July 13, 2010Anchor Funding Services, Inc. • July 16th, 2010 • Short-term business credit institutions
Michael P. Hilton, John A. McNiff III (the “Minority Members”) and Anchor Funding Services, Inc. (“Anchor”) are the members of Brookridge Funding Services, LLC (“Brookridge” and together with the Minority Members and Anchor, each a “Party” and together, the “Parties”) and are parties to the following agreements each dated December 7, 2009: the Asset Purchase Agreement among the parties and Brookridge Funding, LLC (the “Purchase Agreement”); the Operating Agreement of Brookridge (the “Operating Agreement”); and the employment agreements between Brookridge and each of the Minority Members (the “Employment Agreements” and together with the Purchase Agreement and the Operating Agreement, the “Transaction Documents”). The Parties have agreed to rescind the transactions contemplated by the Transaction Documents on the terms specified herein. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Operating Agreement.
FLEXSHOPPER INC.Incentive Stock Option Grant • March 30th, 2016 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • Delaware
This STOCK OPTION GRANT (this “Agreement”), dated as of ________ (the “Date of Grant”), is delivered by FLEXSHOPPER, INC. (the “Company”) to ___________ (the “Grantee”).
AMENDMENT NO. 14 TO CREDIT AGREEMENTCredit Agreement • January 3rd, 2022 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
This AMENDMENT NO. 14 TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2021 between FLEXSHOPPER 2, LLC (the “Company”) and WE 2014-1, LLC (the “Administrative Agent” and “Lender”).
AMENDMENT NO. 16 TO CREDIT AGREEMENTCredit Agreement • October 27th, 2022 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
This AMENDMENT NO. 16 TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2022 between FLEXSHOPPER 2, LLC (the “Company”), Powerscourt Investments 32, LP, as administrative agent (in such capacity, the “Administrative Agent”) and as a lender (the “Lender”).
AMENDMENT NO. 1 TO WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 30th, 2019 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT (this “Amendment”) is made as of December 30, 2019, by and between FlexShopper, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent for the Company (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agent Agreement, dated as of September 25, 2018 (the “Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Warrant Agreement.
FlexShopper, LLC Boca Raton, Florida 33431FlexShopper, Inc. • April 1st, 2022 • Services-equipment rental & leasing, nec
Reference is made to the Subordinated Debt Financing Letter Agreement between us, dated January 25, 2019 (the “Letter Agreement”), and the Subordinated Promissory Note in the principal amount of $1,000,000 issued by the Borrower to the Lender pursuant to the Letter Agreement (the “Note”), each as previously amended by amendments dated April 30, 2020 and March 22, 2021. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Letter Agreement.
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • August 31st, 2018 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
This AMENDMENT NO. 8 TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 29, 2018 between FLEXSHOPPER 2, LLC (the “Company”) and WE 2014-1, LLC (the “Administrative Agent” and “Lender”).
AMENDMENT NO. 13 TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2021 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
This AMENDMENT NO. 13 TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2021 between FLEXSHOPPER 2, LLC (the “Company”) and WE 2014-1, LLC (the “Administrative Agent” and “Lender”).
REDISCOUNT FACILITY AGREEMENTRediscount Facility Agreement • November 14th, 2011 • Anchor Funding Services, Inc. • Short-term business credit institutions • Utah
THIS REDISCOUNT FACILITY AGREEMENT (the “Agreement”) is entered into as of the Effective Date set forth on Schedule A attached hereto, by and between Transportation Alliance Bank Inc. dba TAB Bank, a Utah industrial loan corporation (“Bank”), with its principal place of business located at 4185 Harrison Blvd., Suite 200, Ogden, Utah 84403, and Anchor Funding Services, LLC, a North Carolina limited liability company (“Factor”), with its principal place of business at the location set forth on Schedule A attached hereto.
STANDARD RETAIL SPACE LEASERetail Space Lease • March 8th, 2018 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • Florida
Landlord has designated the roof parapet wall area as the location for Tenant’s main back-lit, illuminated sign. Tenant may also erect one or more interior signs. All signs shall meet Landlord’s sign criteria as to size (length, height and width), construction materials, style and type of lettering, color and the like. Within thirty (30) days of the execution of the Lease, Tenant shall deliver to Landlord, for Landlord’s approval, the plans and specifications (and, if requested by Landlord, color renderings) for Tenant’s sign. Landlord shall have the right to approve, comment, or reject any such sign. Once Landlord’s approval has been obtained, Tenant, at its sole cost and expense, shall cause its contractor to fabricate and erect such signs and Tenant shall thereafter maintain and repair same in a first class condition (including, but not limited to, replacing as soon as possible burned out or defective bulbs).
FIRST AMENDMENT TO FACTORING AGREEMENTFactoring Agreement • April 1st, 2011 • Anchor Funding Services, Inc. • Short-term business credit institutions • Texas
THIS FIRST AMENDMENT TO FACTORING AGREEMENT (this "Amendment") is entered into by and between ANCHOR FUNDING SERVICES, LLC, a North Carolina limited liability company ("Client"), BRAD BERNSTEIN, and MORRY F. RUBIN (collectively the "Guarantor?) and GREYSTONE COMMERCIAL SERVICES LP ("Greystone"),
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 6th, 2018 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 1, dated as of April 3, 2018 (this “Amendment”), to that certain Investor Rights Agreement, dated as of June 10, 2016 (the “Agreement”), by and between FlexShopper, Inc., a Delaware corporation (the “Company”), the Management Stockholders and the investors listed on the signature pages thereto (the “Investors”). Defined terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 8th, 2018 • FlexShopper, Inc. • Services-equipment rental & leasing, nec
The parties to this Second Amendment to Lease Agreement (the “Amendment”) are FOUNTAIN SQUARE OWNER, LLC, a Delaware limited liability company (the “Landlord”), and FLEXSHOPPER, LLC, a North Carolina limited liability company authorized to transact business in Florida (the “Tenant”), who, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, agree as follows:
CREDIT AGREEMENT by and between BROOKRIDGE FUNDING SERVICES, LLC and MGM FUNDING, LLC Dated as of December 7, 2009Credit Agreement • December 8th, 2009 • Anchor Funding Services, Inc. • Short-term business credit institutions • North Carolina
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 6th, 2018 • FlexShopper, Inc. • Services-equipment rental & leasing, nec • New York
THIS AMENDMENT NO. 1, dated as of April 3, 2018 (this “Amendment”), to that certain Investor Rights Agreement, dated as of March 6, 2015 (the “Agreement”), by and between FlexShopper, Inc., a Delaware corporation (the “Company”), the Management Stockholders and the investors listed on the signature pages thereto (the “Investors”) for which Waterfall Asset Management, LLC, a Delaware limited liability company (“Waterfall”) serves as the investment advisor. Defined terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 30th, 2007 • Anchor Funding Services, Inc. • Delaware
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is entered into as of January 31, 2007 by and among BTHC XI, Inc., a Delaware corporation (the “Company”), Anchor Funding Services, LLC, a North Carolina limited liability company (“Anchor”), the members of Anchor listed on Exhibit A-1 hereto (the “Anchor Members”) and the stockholders of the Company listed on Exhibit A-2 hereto (the “Company Stockholders”). The Company, Anchor, the Anchor Members and the Company Stockholders are each a “Party” and together are “Parties” to this Agreement.
