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 AgreementWarrant Agreement • May 6th, 2021 • Alfi, Inc. • 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 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”).
