Exhibit 99.1

EXECUTION COPY

CREDIT AND SECURITY AGREEMENT

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”).

R E C I T A L S :

The Company has requested that the Lender make available to the Company a non-revolving line of credit from and after the date of this Credit Agreement and until the Maturity Date.

The Lender is willing to make available to the Company a non-revolving line of credit, on the terms and conditions of this Credit Agreement, including the condition that all obligations of the Company to the Lender arising under this Credit Agreement be secured by a security interest in the Collateral as provided herein.

NOW, THEREFORE, for and in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

Article I
DEFINITIONS AND ACCOUNTING TERMS

1.01        Defined Terms. As used in this Credit Agreement (including the Recitals hereto), the following terms shall have the meanings set forth below:

“Accounts” means any and all of the Borrower’s accounts, accounts receivable, general intangibles, documents, letter-of-credit rights, instruments, chattel paper, and other evidences of indebtedness or other rights to payment for, or arising out of or relating to, the sale, lease, license, assignment or other disposition of goods, the rendition of services, the use of a credit or charge card, whether or not earned by performance, and all books and records, correspondence and credit files, tapes, cards, computer runs and computer programs and other papers and documents, whether in the possession of the Borrower or any computer service bureau, and Records recording, evidencing, or relating to the foregoing or any part thereof.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 5% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Attorney Costs” means, with respect to any Person, all obligations actually incurred by the Person on account of the reasonable fees charged for legal services provided, or expenses incurred, by any law firm or other external counsel for the benefit of the Person.

“Available Credit” means, at any time, the amount, if any, by which Two Million Five Hundred Thousand Dollars ($2,500,000) exceeds the sum of the aggregate principal amount of the Loans made hereunder before such time.

“Bank Account” means a “deposit account” within the meaning of Section 9-102 of the UCC.

“Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time.

“Borrower” has the meaning specified therefor in the introductory paragraph hereof.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks in Miami, Florida, are authorized to close under the Laws of, or are in fact closed in, Miami, Florida.

“Capital Stock” means (i) in the case of a corporation, the capital stock issued by the corporation, (ii) in the case of a partnership, the partnership interests (whether general or limited) in the partnership, (iii) in the case of a limited liability company, the membership interests in the company, (iv) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) in such entity, and (v) in the case of any other entity, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such entity.

“Collateral” means all right, title, and interest of the Borrower in and to any and all personal property, including any and all Equipment (excluding any motor vehicles or other property covered by a certificate of title), Accounts, Inventory, Intellectual Property, Bank Accounts (and the Property deposited therein), Securities Accounts (and the Property deposited therein), other Investment Property, and all Capital Stock in Borrower’s Subsidiaries, now existing or hereafter arising or now or hereafter created or acquired by the Borrower, and all proceeds of the foregoing; provided, however, that Collateral shall not include any right, title and interest of the Borrower in the Condominium Property.

“Condominium Property” means and includes, collectively, Parcel No. THA5 of Murano at Portofino Condominium including any personal property or fixtures located at such condominium and any interest in the common elements relating thereto.

“Common Stock” means the common stock of the Borrower, par value $0.0001 per share.

“Company” has the meaning specified therefor in the introductory paragraph hereof.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument, or other enforceable undertaking by which such Person is bound to pay or perform an obligation or its property is subject to a claim for the payment or performance of an obligation.

“Control” has the meaning in the definition of “Affiliate” set forth herein.

“Control Agreement” means an account control agreement, in form and substance satisfactory to the Lender, by and among the Borrower, the Lender, and a Depositary Institution providing to the Lender “control” of an account maintained by the Borrower, in the case of a Bank Account, within the meaning of Section 9-104 of the UCC, and in the case of a Securities Account, within the meaning of Section 8-106(d) of the UCC with respect to a security entitlement.

“Credit Agreement” has the meaning specified therefor in the introductory paragraph hereof.

“Credit Documents” means this Credit Agreement, the Security Instruments, a financing statement, and each other document, instrument, or agreement from time to time executed by the Borrower or any Responsible Officer thereof and delivered in connection with this Credit Agreement.

“Credit Facility” means the credit facility established by the Lender for the benefit of the Company pursuant to Article II of this Credit Agreement.

“Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would constitute an Event of Default.

“Depositary Institution” means, with respect to a Bank Account, the bank in which the Bank Account is being maintained and, with respect to a Securities Account, the bank, broker, or clearinghouse in which the Securities Account is being maintained.

“Dollar” and “$” mean a unit of lawful money of the United States.

“Equipment” has the meaning provided for such term in Section 9-102 of the UCC.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Event of Default” has the meaning specified therefor in Section 8.01.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Indebtedness” means, as to any Person at a particular time, without duplication, all indebtedness or liabilities owing by such Person, determined in accordance with GAAP.

“Intellectual Property” means all rights, title, and interests in or relating to intellectual property arising under any Law and all IP Ancillary Rights relating thereto, including all copyrights, Patents, software, Trademarks, internet domain names, trade secrets and IP Licenses.

“Interest Rate” has the meaning specified therefor in Section 2.03.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Inventory” means any and all of the Borrower’s yarn inventory and other goods held for sale or lease or to be furnished under contracts of service or so furnished, and all of the Borrower’s supplies and other materials used or consumed in the ordinary course of its business, and all returned, reclaimed and repossessed goods, whether now owned by the Borrower or in the Borrower’s possession or control or hereafter acquired by way of replacement, substitution, addition or otherwise.

“Investment Property” means “investment property” within the meaning of Section 9-102 of the UCC.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of the Borrower.

“IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals, and extensions of, such Intellectual Property and all income, royalties, proceeds and liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present, or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP Licenses” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title, and interest in or relating to any Intellectual Property.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” has the meaning specified therefor in the introductory paragraph hereof.

“Lending Office” means the office of the Lender identified on the signature pages hereof or as the Lender may from time to time notify the Company and the Lender.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan Request” means a request for a Loan including the information specified in Section 2.02(c) and otherwise in form and substance satisfactory to the Lender.

“Loans” means all advances made by or on behalf of the Lender pursuant to Section 2.01 under the Credit Facility. A “Loan” means an individual advance made pursuant to Section 2.01 by or on behalf of the Lender under the Credit Facility.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects (not resulting solely from a change in general economic conditions) of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under the Credit Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Credit Document to which it is a party.

“Maturity Date” means the earlier of (i) the date, if any, upon which Borrower consummates a debt or equity financing in an amount equal to or greater than $4,000,000; or (ii) April 12, 2023.

“Maximum Rate” has the meaning specified therefor in Section 10.08.

“Note” means a promissory note of the Company, made payable to the order of the Lender, evidencing Loans made or to be made by the Lender under the Credit Facility, and in form and substance satisfactory to the Lender.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants, and duties of the Borrower arising under the Credit Facility or any Credit Document or otherwise with respect to the Loans, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof or any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Organization Documents” means, with respect to the Company, the certificate of formation and limited liability company (or operating agreement) of the Company.

“Party” means each entity identified as a “Party” in the preamble to this Credit Agreement, and “Parties” means, collectively, all such entities.

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Law in or relating to patents and applications therefor.

“Permitted Liens” has the meaning specified therefor in Section 7.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Property” means any interest of any kind in any property or asset, whether real, personal or mixed, or tangible or intangible.

“Records” means all of the Borrower’s present and future books, records, customer lists, supplier lists, ledgers, invoices, purchase orders, sales orders and other evidence of such Borrower’s business records, including all cabinets, drawers, files, correspondence, and the like, that may hold the same, computer records, lists, software, programs, tapes and diskettes wherever located, all whether now existing or hereafter arising or acquired.

“Responsible Officer” means the chief executive officer (acting or permanent), chairman of the board, president, executive vice president, chief operating officer, or chief financial officer, of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or of any option, warrant or other right to acquire any such Capital Stock.

“Securities” means, collectively, the Warrant and the shares of Common Stock issuable upon exercise of the Warrant.

“Securities Account” means a “securities account” within the meaning of Section 8-501 of the UCC.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Instruments” means one or more security agreements, financing statements, and other agreements, instruments or other documents that the Lender may reasonably require, in addition to this Credit Agreement, in order to create, perfect, or maintain, in favor of the Lender, as security for the Obligations, security interests in any of the Collateral, all in form and substance satisfactory to the Lender.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Capital Stock having ordinary voting power for the election of directors or other governing body (other than Capital Stock having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly

“Trademark” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“UCC” means the Uniform Commercial Code as enacted and in effect from time to time in the State of Florida.

“United States” and “U.S.” mean the United States of America.

“Warrant” has the meaning specified therefor in Section 9.01(a).

1.02        Other Interpretive Provisions. With reference to this Credit Agreement and each other Credit Document, unless otherwise specified therefor herein or in such other Credit Document:

(a)            The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)           (i)             The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof.

(ii)            Article and Section references are to the Credit Document in which such reference appears.

(iii)            The terms “includes” and “including” are not limiting.

(iv)            The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c)            In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d)            Section and Article headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document.

1.03        Accounting Terms. Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis.

1.04        References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Credit Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.05        Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Article II
CREDIT FACILITY

2.01        Line of Credit. Upon the satisfaction of each of the conditions of Section 4.01, the Lender shall extend a line of credit to the Company under which the Lender may, in its sole discretion and subject to the conditions of Article IV and all other terms and conditions of this Credit Agreement, from time to time at the Company’s request, make Loans to the Company, up to the aggregate principal amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000), which may be borrowed from time to time in one or more borrowings prior to the Maturity Date. The Loans made by the Lender, and the Company’s obligations to repay the same, together with interest thereon, shall be evidenced by the Note.

2.02        Notice and Manner of Borrowing.

(a)            The Company shall request any Loan hereunder by giving the Lender a Loan Request prior to 11:00 a.m. on or before the Business Day on which the Company desires for the Loan to be made.

(b)            Unless the Lender determines that any applicable condition specified in Article V has not been satisfied, the Lender will promptly make the funds in the amount of the Loan available to the Company by crediting a checking account maintained by the Company with a commercial bank designated by the Company.

(c)            The Loan Request for each Loan shall specify the date the Borrower desires the Loan to be made and the amount thereof. Any such Loan Request which the Lender believes in good faith to have been given by a duly authorized agent of the Company shall be deemed given by the Company.

2.03        Rate of Interest on Loans. Interest on the unpaid principal amount of each Loan shall accrue at a monthly rate of interest equal to 0.5% through October 12, 2022, and a monthly rate of 0.75% thereafter; provided, however, that upon the occurrence of an Event of Default pursuant to Section 8.01(a) hereof, additional interest shall accrue in an amount equal to the difference between the amount of interest that would have accrued through October 12, 2022, if the interest rate was 0.75% per month less the amount of interest that accrued through October 12, 2022, at the interest rate of 0.5% per month (the “Interest Rate”).

2.04        Maturity. The entire outstanding principal amount of the Loans, together with all accrued and unpaid interest on the principal amount of the Loans outstanding from time to time, shall be due and payable on the Maturity Date.

2.05        Prepayments. All or part of the outstanding principal amount of any Loan may be prepaid at any time without penalty or premium, provided that all prepayments of the outstanding principal amount of any Loan must be accompanied by the payment of all interest accrued on the amount so prepaid through the date of prepayment. The principal amount of any Loan so prepaid may not be reborrowed under the terms of this Credit Agreement.

2.06        Use of Proceeds. The Borrower will use the proceeds of the Loans for business purposes only including expansion of marketing efforts for increased products and services distribution and other related administrative business activities, including the payment of overhead and related expenses of the Borrower. For avoidance of doubt, such proceeds are being funded for the ongoing business of Borrower and are not intended to be used by Borrower in connection with bankruptcy or insolvency proceedings.

2.07        Availability. No Loan requested or made under this Article II shall be in an amount which exceeds the Available Credit.

2.08        General Terms. The terms and conditions set forth in Article III shall be applicable to the Loans made under this Article II.

2.09        Computation of Interest. All computations of interest accruing on the Loans shall be made on the basis of a 365/6-day year and actual days elapsed.

2.10        Payments Generally.

(a)           Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Lender, at the Lender’s office in Dollars not later than 4:00 p.m. on the date specified herein. All payments received by the Lender after 4:00 p.m. shall be deemed received on the next succeeding Business Day, and any applicable interest shall continue to accrue until receipt of such payment. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

Article III
COLLATERAL

3.01        Grant of Security Interest. As security for the full payment and performance of the Obligations, the Borrower hereby grants to the Lender a security interest in all right, title and interest of the Borrower in and to the Collateral.

3.02        Perfection of Security Interest. The Borrower hereby agrees as follows: (a)      Financing Statements. The Lender is authorized from time to time to file a financing statement or financing statements describing the Collateral and containing any information required by UCC for the sufficiency or filing office acceptance thereof.

(b)            Searches. The Lender may, from time to time, request from the appropriate filing officer or filing officers of the applicable State an official report confirming the filing of a financing statement describing the security interests granted herein and indicating any other security interests or other interests in the Collateral on file with such filing officer, and the Borrower will reimburse the Lender for the cost thereof.

(c)            Bailees. Where Collateral is in the possession of a third party, the Borrower will join with the Lender in notifying the third party of the Lender’s security interest and obtaining an acknowledgment from the third party that it is holding the Collateral for the benefit of the Lender.

(d)            Other Documents. The Borrower will execute from time to time any documents and shall take such action as shall be reasonably required by the Lender to perfect the security interest granted herein or to effectuate the purposes of this Credit Agreement.

3.03        Control Agreements. In order to perfect the security interest created hereunder in such Bank Accounts and Securities Accounts as the Lender may designate from time to time, together with the funds and other property deposited therein, at the Lender’s request from time to time the Borrower will, at its expense, procure and deliver to the Lender a Control Agreement with the Depositary Institution in which such account is maintained.

3.04        Certificates and Stock Powers. In order to perfect the security interest created hereunder in the Capital Stock held by the Borrower in its Subsidiaries from time to time, the Borrower shall deliver to the Lender, in the case of any Capital Stock represented by a certificate or certificates, such certificate or certificates, together with irrevocable stock powers and/or assignments, as applicable, duly executed in blank.

Article IV
CONDITIONS PRECEDENT

4.01        Conditions to Initial Loan. The obligation of the Lender to make the initial Loan pursuant to the Credit Facility is subject to the satisfaction of each of the following conditions:

(a)            Credit Documents. The Lender shall have received executed counterparts of this Credit Agreement, the Note, and any other Credit Documents, each properly executed by a Responsible Officer of the Borrower (except in the case of any document, such as a financing statement, that requires no signature).

(b)            Other. The Lender shall have received such other documents, instruments, agreements, and information as reasonably requested by the Lender.

(c)            General Conditions. Each of the conditions set forth in Section 4.02 shall have been satisfied.

4.02        Conditions to Each Loan. The obligation of the Lender to make any Loan pursuant to the Credit Facility is subject to the satisfaction of each of the following conditions at the time of the request for the Loan:

(a)            Loan Request. The Company shall have made a request for the Loan as provided in Section 2.02.

(b)            Accuracy of Representations. Except for representations and warranties made as of a specific date, the representations and warranties made by or on behalf of the Borrower in connection with the Loan and the representations and warranties contained in this Credit Agreement and the other Credit Documents, are true and correct in all material respects.

(c)            Full Compliance. The Borrower shall be in compliance in all material respects with all the terms and provisions of this Credit Agreement.

(d)            No Default. No Default shall have occurred and be continuing.

Article V
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that:

5.01        Existence, Qualification, and Power. The Borrower (a) is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Credit Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease, or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in the foregoing clauses (b)(i) or (c) of this Section 5.01, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02        Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Credit Document to which the Borrower is party have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or the creation of any Lien under any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien under any Contractual Obligation to which the Borrower is a party; or (d) violate any Law (including, without limitation, Regulation U or Regulation X issued by the FRB).

5.03        Binding Effect. This Credit Agreement and each other Credit Document have been duly executed and delivered by the Borrower. This Credit Agreement and each other Credit Document constitute a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or equitable principles relating to enforceability.

5.04        Ownership of Property; Liens. Each of the Borrower and its Subsidiaries have valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Property of the Borrower is subject to no Liens, other than Permitted Liens.

5.05        Margin Regulations; Investment Company Act. No part of any Loan proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” within the meaning of Regulation U, or for the purpose of purchasing or carrying or trading in any securities. If requested by any Lender, the Company will furnish to the Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. “Margin stock” within the meaning of Regulation U does not constitute more than 25% of the value of the consolidated assets of Borrower and its Subsidiaries. None of the transactions contemplated by this Credit Agreement will violate or result in a violation of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation T, U, or X.

5.06        OFAC. The Borrower (i) is not a Person whose Property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2, or (iii) is a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

5.07        Patriot Act. The Borrower is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Uniting and Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

5.08        Liens. No financing statement, mortgage, notice of Lien, deed of trust, security agreement, or any other agreement or instrument creating or giving notice of a Lien or other encumbrance or charge against any of the Collateral is in existence or on file in any public office, other than in favor of the Lender, except as disclosed to the Lender.

Article VI
AFFIRMATIVE COVENANTS

So long as the Credit Facility has not been terminated or any Obligations hereunder shall remain unpaid or unsatisfied, the Borrower shall:

6.01        Financial Statements. Deliver to the Lender from time to time, in form and detail satisfactory to the Lender, such financial statements for the Borrower and its Subsidiaries and such other financial and other information regarding the business or the financial or corporate affairs of the Borrower or any of its Subsidiaries, or compliance with the terms of the Credit Documents, as the Lender may from time to time reasonably request.

6.02        Preservation of Existence, Etc. (a)

(a)            Preserve, renew, and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization; and

(b)            Take all reasonable action to maintain all rights, privileges, permits, licenses, and franchises necessary or desirable in the opinion of management, in the normal conduct of its business.

6.03        Maintenance of Properties.

(a)            Maintain, preserve, and protect all of its material Properties necessary in the operation of its business in good working order and condition, ordinary wear and tear and Involuntary Dispositions excepted; and

(b)            Use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.04        Free of Liens. Keep the Collateral free of all security interests, Liens, and claims whatsoever, other than Permitted Liens.

6.05        Books and Records.

(a)            Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower.

6.06        Inspection Rights. Permit representatives and independent contractors of the Lender to visit and inspect any of its Properties, to examine its corporate, financial, and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours, not more than once in any calendar quarter, upon reasonable advance notice to the Company.

6.07        Equipment Maintained as Personal Property. The Equipment is and shall be maintained as personal property and shall not, by reason of attachment or connection to any realty, either become or be deemed to be a fixture or appurtenant to such realty and shall at all times be severable therefrom without material damage to the realty.

6.08        Further Assurances. (a) Promptly upon request by the Lender, the Borrower shall take such additional actions and execute such documents as the Lender may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Credit Agreement or any other Credit Document, (ii) to subject to the Liens created hereby or by any of the other Security Instruments any of the Properties, rights or interests covered by any of the Credit Documents, (iii) to perfect and maintain the validity, effectiveness, and priority of any of this Credit Agreement and the Security Instruments and the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Lender the rights granted or now or hereafter intended to be granted to Lender under any Credit Document.

(b) Without limiting the generality of the foregoing, the Borrower agrees to grant to the Lender a security interest in all of its Capital Stock in any Subsidiaries hereafter formed or acquired, to secure the Obligations, promptly after formation or acquisition of such Subsidiary. The Borrower shall deliver to the Lender appropriate resolutions, secretary certificates, and certified Organization Documents in each instance with respect to each such Subsidiary formed or acquired after the date hereof. In connection with each pledge of such Capital Stock, the Borrower shall deliver to the Lender, in the case of any Capital Stock represented by a certificate or certificates, such certificate or certificates, together with irrevocable stock powers and/or assignments, as applicable, duly executed in blank.

Article VII
NEGATIVE COVENANTS

So long as the Credit Facility has not been terminated or any Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall not, and shall not permit of its Subsidiaries, directly or indirectly, to:

7.01        Liens. Create, incur, assume, or suffer to exist any Lien upon any of its Property, assets, or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):

(a)            Liens existing on the date hereof and disclosed to the Lender and any renewals or extensions thereof;

(b)            Liens securing obligations that by their terms are subordinate to the Obligations hereunder;

(c)            Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)            statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;

(e)            pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f)            deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)            easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h)            Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not in excess of $500,000 (not including the amount, if any, covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than thirty (30) consecutive days during which execution is not effectively stayed;

(i)            leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;

(j)            any interest or title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Credit Agreement;

(k)            normal and customary rights of setoff upon deposits of cash in favor of Lender or other depository institutions;

(l)            Liens of a collection bank arising under Section 4-210 of any applicable Uniform Commercial Code on items in the course of collection; and

(m)            Liens of sellers of goods to the Borrower or any of its Subsidiaries arising under Article 2 of any applicable Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses.

7.02        Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.

7.03        Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)            each Subsidiary may make Restricted Payments (directly or indirectly) to the Borrower; and

(b)            the Borrower may declare and make dividend payments or other distributions payable solely in the Capital Stock of such Person.

7.04        Encumbrances; Disposition of Collateral. Directly or indirectly, convey, sell, transfer, lease, pledge, abandon, or otherwise dispose of (whether in one transaction or a series of transactions), or grant or suffer to exist any security interest, Lien, charge or other encumbrance on any of the Collateral (whether now owned or hereafter acquired), except that the Borrower may sell or consume Inventory in the ordinary course of business, may grant Liens constituting, or suffer to exist, Permitted Liens on Collateral as described, and subject to the limitations set forth, in Section 7.01. For the avoidance of doubt, nothing in this Credit Agreement shall prohibit or restrict the sale of the Condominium Property by Borrower.

Article VIII
EVENTS OF DEFAULT AND REMEDIES

8.01        Events of Default. Any of the following shall constitute an “Event of Default”:

(a)            Non-Payment. The Company fails to pay any amount of principal of any Loan within three (3) Business Days after the same becomes due, or any interest on any Loan or any other fee due hereunder within five (5) Business Days after the same becomes due; or

(b)            Breach of Covenants. The Company fails to perform or observe any term, covenant, or agreement contained herein (other than an agreement to pay money), and such failure continues for ten (10) Business Days after the Company receives notice thereof from the Lender; or

(c)            Other Defaults. The Company fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Credit Document on its part to be performed or observed, and such failure continues for thirty (30) days after notice thereof by the Lender; or

(d)            Representations and Warranties. Any representation, warranty, certification, or statement of fact made or deemed made by or on behalf of the Company herein, in any other Credit Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)            Insolvency Proceedings, Etc. The Company or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its Property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its Property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(f)            Attachment. (i) Any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or

(g)            Judgments. There is entered against the Company or any of its Subsidiaries (i) one or more final judgments or orders for the payment of money in an aggregate amount exceeding $500,000 (not including the amount, if any, covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that, in the case of a judgment described in either of the foregoing clauses (i) or (ii), have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

8.02        Remedies upon Event of Default. If any Event of Default occurs and is continuing:

(a)            the Lender may declare all obligations under the Note, all interest accrued and unpaid thereon, and any and all other Indebtedness or obligations of any and every kind owing by the Borrower to the Lender hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind (other than any notice expressly required by any other Credit Document), all of which are hereby expressly waived to the fullest extent permitted by law by the Borrower;

(b)            the Lender may exercise all rights and remedies available to it with respect to the Collateral under this Credit Agreement, the other Credit Documents, any applicable Uniform Commercial Code, or other applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, any obligation of the Lender to make Loans hereunder shall automatically terminate, and all interest and all other indebtedness or obligations of any and every kind owing by the Borrower to the Lender hereunder or under any other Credit Document shall automatically become due and payable;

(c)            the Borrower agrees to pay all costs of the Lender of collection of the Obligations and enforcement of rights hereunder, including Attorney Costs and, at the Lender’s request, to assemble any or all of the Collateral and make it available to the Lender at the Borrower’s address set forth below;

(d)            a notice sent to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made shall be deemed to be reasonable notice of such sale or other disposition;

(e)            the Lender has no obligation to clean-up or otherwise prepare the Collateral for sale;

(f)            the Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale or other disposition of the Collateral;

(g)            the Lender may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, and any such disclaimer will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral;

(h)            if the Lender sells any of the Collateral on credit, the Borrower will be credited with only payments actually made by the purchaser, received by the Lender, and applied to the indebtedness of said purchaser; in the event that the purchaser fails to pay for the Collateral and the Lender resells any of the same, the Borrower shall be credited with the proceeds of the resale.

8.03        Application of Proceeds. Upon the exercise of remedies provided for in Section 8.02, any amounts collected or received by the Lender as proceeds, collections, or otherwise on account of the Obligations shall be applied by the Lender in the following order:

First, to pay that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Section 10.04) payable to the Lender, and any fees, indemnities, expenses, and other amounts payable to the Lender under any of the other Credit Documents;

Second, to pay that portion of the Obligations payable to the Lender constituting accrued and unpaid interest on the principal amount of the Loans;

Third, to pay that portion of the Obligations payable to the Lender constituting the unpaid principal amount of the Loans; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable law.

8.04        Rights Exclusive of Event of Default. The Lender, from time to time, at its option, may, upon written demand for performance the Borrower, perform any agreement of the Borrower hereunder which the Borrower shall fail to perform and take any other action which the Lender reasonably deems necessary for the maintenance or preservation of any of the Collateral or its interest therein, and the Borrower agrees to reimburse forthwith the Lender for all expenses of the Lender in connection with the foregoing, together with interest thereon at the rate then applicable to the principal amount of the Loans from the date incurred until reimbursed by the Borrower.

Article IX
WARRANT; INVESTOR REPRESENTATIONS

9.01        Warrant.

(a)            In connection with the execution and delivery of this Credit Agreement by the Lender and the Borrower, the Borrower shall issue to the Lender a three-year warrant to purchase 1,250,000 shares of Common Stock (the “Warrant”) in the form of Warrant attached hereto as Exhibit A and subject to the terms and conditions set forth therein.

(b)            Notwithstanding anything to the contrary in this Credit Agreement or the Warrant, the Warrant is not exercisable for, or controvertible into, any shares of Common Stock, and the Lender may not purchase any shares of Common Stock under the Warrant, prior to the Exercise Date (as defined in the Warrant).

9.02        Investor Representations. The Lender represents and warrants to the Borrower that:

(a)            The Lender has such knowledge, skill and experience in business, financial and investment matters that the Lender is capable of evaluating the merits and risks of an investment in the Securities. The Lender, with the assistance of its professional advisors, has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Securities. The Lender is able to bear the risks associated with an investment in the Securities, and it is authorized to invest in the Securities.

(b)            The Lender is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(c)            The Lender is acquiring the Securities solely for the Lender’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities. The Lender understands that the Securities have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Lender and of the other representations made by the Lender in this Credit Agreement. The Lender understands that the Borrower is relying upon the representations and agreements contained in this Credit Agreement (and any supplemental information) for the purpose of determining compliance with such exemptions.

(d)            The Lender understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission provide in substance that the Lender may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the Lender understands that, except as otherwise set forth in the Warrant, the Borrower has no obligation or intention to register any of the Securities, or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder. Consequently, the Lender understands that it must bear the economic risks of the investment in the Securities for an indefinite period of time.

(e)            The Lender agrees: (i) that the Lender will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all applicable state securities laws, or the transaction is exempt from the registration provisions of the Securities Act and all applicable requirements of state securities laws; (ii) that the certificates representing the Securities will bear a legend, and any book-entry registration of the Securities will bear a notation, in each case in form and substance acceptable to the Borrower, making reference to the foregoing restrictions; and (iii) that the Borrower and its Affiliates shall not be required to give effect to any purported transfer of such Securities, except upon compliance with the foregoing restrictions.

(f)            The Lender acknowledges that neither the Borrower nor any other person offered to sell the Securities to the Lender by means of any form of general solicitation or advertising, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

Article X
MISCELLANEOUS

10.01      Amendments, Etc. No amendment or waiver of any provision of this Credit Agreement or any other Credit Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in a writing signed by the Lender and the Borrower, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

10.02      Notices and Other Communications; Facsimile Copies.

(a)            General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed, emailed, or delivered to the applicable address, facsimile number, or electronic mail address, as follows:

if to the Borrower, to:

Alfi, Inc. 

429 Lenox Avenue, Suite 547 

Miami Beach, Florida 33139 

Attn: Chief Executive Officer and Chief Financial Officer 

Facsimile number: ________________ 

Email address: peter@getalfi.com; louis@getalfi.com

and if to the Lender: to

Lee Aerospace, Inc. 

9323 E. 34th St. 

Wichita, Kansas 67226 

Attn: President 

Facsimile number: (316) 636-9256 

Email address: jlee@leeaerospace.com

or to such other address, facsimile number, or electronic mail address as shall be designated by such Party in a notice to the other Party; and all such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant Party and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant Party hereto; (B) if delivered by mail, seven (7) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (b) below), when delivered.

(b)            Effectiveness of Facsimile and Email Documents and Signatures. Credit Documents may be transmitted and/or signed by facsimile or electronic mail. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Parties. The Lender may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile or electronic document or signature.

10.03      No Waiver; Cumulative Remedies. No failure by the Lender to exercise, and no delay by the Lender in exercising, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

10.04      Attorney Costs and Expenses.

(a)            The Borrower agrees to pay Lender’s attorney fees and expenses in connection with the negotiation, documentation and closing of the Credit Facility, not to exceed $10,000.

(b)            The Borrower agrees to pay or reimburse the Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs actually incurred. All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after written demand therefor. The agreements in this Section 10.04 shall survive the termination of the Credit Facility and repayment of all other Obligations.

10.05      Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Lender, or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required (including pursuant to any settlement entered into by the in its discretion) to be repaid to a trustee, receiver, or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

10.06     Successors and Assigns.

(a)           The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender. Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Parties, their respective successors and assigns permitted hereby) any legal or equitable right, remedy, or claim under or by reason of this Credit Agreement.

10.07     Setoff. In addition to any rights and remedies of the Lender provided by Law, upon the occurrence and during the continuance of any Event of Default, the Lender is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower to the fullest extent permitted by Law, to offset and apply any and all indebtedness at any time owing by the Lender to or for the credit or the account of the Borrower against any and all Obligations owing to the Lender hereunder or under any other Credit Document, now or hereafter existing, irrespective of whether or not the Lender shall have made demand under this Credit Agreement or any other Credit Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable indebtedness. The Lender agrees promptly to notify the Borrower after any such setoff and application made by the Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.08     Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal amount of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Lender exceeds the Maximum Rate, the Lender may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest and (b) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.09     Counterparts. This Credit Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.10     Integration. This Credit Agreement, together with the other Credit Documents, comprises the complete and integrated agreement of the Parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Credit Agreement and those of any other Credit Document, the provisions of this Credit Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Lender in any other Credit Document shall not be deemed a conflict with this Credit Agreement. Each Credit Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

10.11     Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Lender, regardless of any investigation made by the Lender or on its behalf, and shall continue in full force and effect as long as the Obligations hereunder shall remain unpaid or unsatisfied.

10.12     Severability. If any provision of this Credit Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Credit Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13     Governing Law.

(a)            This Credit Agreement and all other Credit Documents shall be governed by and construed in accordance with the laws of the State of Florida, excluding its choice-of-law principles, and all claims, disputes and controversies relating to or arising out of this Credit Agreement or any other Credit Document or the breach thereof, whether sounding in contract, tort, or otherwise, shall likewise be governed by the laws of the State of Florida, excluding its choice-of-law principles.

(b)            Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document may be brought in the courts of the State of Florida sitting in Miami, Florida, or the United States District Court for the Southern District, Miami Division, and by execution and delivery of this Credit Agreement, the Company and the Lender consent, each for itself and in respect of its Property, to the non-exclusive jurisdiction of those courts. The Company and the Lender each irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of any Credit Document or other document related thereto. The Company and the Lender each waives personal service of any summons, complaint, or other process, which may be made by any other means permitted by the Law of the State of Florida.

10.14      Waiver of Right to Trial by Jury. EACH PARTY TO THIS CREDIT AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS CREDIT AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

IN WITNESS WHEREOF, the Parties have caused this Credit Agreement to be duly executed as of the date first above written.

Exhibit 99.2 

NON-REVOLVING LINE OF CREDIT NOTE

FOR VALUE RECEIVED, the undersigned, Alfi, Inc., a Delaware corporation (the “Borrower”) promises to pay to the order of Lee Aerospace, Inc., a Kansas corporation (the “Lender”; the Lender and any subsequent holder(s) hereof being hereinafter referred to collectively as the “Holder”), at the office of the Lender or at such other place as the Holder may, from time to time designate to the Borrower in writing, the principal sum of Two Million Five Hundred Thousand AND No/100 DOLLARS ($2,500,000.00), or so much thereof as is from time to time outstanding and has been disbursed pursuant to the provisions of Article II of the Credit and Security Agreement, dated of even date herewith, by and between the Lender and the Borrower (as amended or supplemented from time to time, the “Credit Agreement”) (the terms and provisions of which are hereby incorporated herein and made an integral part hereof by reference), together with interest on so much thereof as is from time to time outstanding and unpaid, calculated at the applicable rate(s) and in the manner set forth in the Credit Agreement, in lawful money of the United States of America (i.e., money that at the time of payment is legal tender in payment of all debts and dues, public and private), such principal and interest to be paid in the manner set forth below. Capitalized terms that are defined in the Credit Agreement and that are used but not otherwise defined herein have the same respective meanings when used herein as ascribed to them in the Credit Agreement.

So long as there is any principal or accrued and unpaid interest outstanding under this Note, accrued interest on the unpaid principal amount of this Note shall be due and payable, in arrears, on the Maturity Date.

The entire outstanding and unpaid principal amount evidenced by this Note shall be due and payable on the Maturity Date.

The Borrower may prepay the principal amount outstanding, from time to time, under this Note, in whole or in part, without premium or penalty, provided that every prepayment of principal evidenced by this Note is accompanied by the payment of all accrued and unpaid interest on the principal amount being prepaid.

Interest on the outstanding principal amount of this Note, from the date of advance until paid in full, will accrue at the then effective Interest Rate.

In the event that any installment of principal or interest owing hereunder is not paid promptly when due, or within the grace period thereafter, if any, provided by the Credit Agreement, or should any other Event of Default occur, then, and in such event, the entire unpaid principal indebtedness evidenced hereby, and any and all other sums advanced and owed to the Holder in accordance with the terms hereof or of the other applicable Credit Documents, or any of them, together with all unpaid interest accrued thereon, will, at the option of the Holder and without notice except as specified in the applicable Credit Documents, immediately become due and payable; and the Holder may collect the same forthwith, regardless of the then stipulated applicable date of maturity. Nothing contained in this Note is to be deemed to confer on the Borrower any right to cure or reinstate the maturity of this Note in the event of any acceleration of this Note.

Time is of the essence in the payment of this Note. The Borrower shall pay all reasonable costs and expenses of collection of the indebtedness evidenced by this Note which, in the event that this Note or any part hereof is collected by or through an attorney-at-law, include reasonable attorneys’ fees and all other reasonable expenses and court costs incurred in connection therewith.

Presentment for payment, demand, protest, and notice of demand, dishonor, protest, and non-payment, and all other notices (except those required by the Credit Agreement and other Credit Documents) are hereby waived by the Borrower. The Borrower hereby represents, warrants, and covenants that no funds disbursed hereunder will be used for personal, family or household purposes.

No failure to accelerate the debt evidenced hereby by reason of the occurrence of any default hereunder, acceptance of a past due installment, or any other indulgences granted from time to time by the Holder is to be construed (i) as a novation of this Note, as a reinstatement of the indebtedness evidenced hereby, as a waiver of the Holder’s right of acceleration, or of the right of the Holder thereafter to insist upon strict compliance with all of the provisions of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by the laws of the State of Florida; and the Borrower hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, that would produce a result contrary to or in conflict with the foregoing. No extension of the time for the payment of this Note or any installment due hereunder made by agreement with any other Person now or hereafter liable for the payment of any portion of this Note (whether by means of guaranty, suretyship, or otherwise) will operate to release, discharge, modify, change, or affect the original liability of the Borrower under this Note, either in whole or in part, unless the Holder stipulates otherwise in writing. None of the provisions of this Note can be orally waived, changed, modified, or discharged; but rather all waivers, changes, modifications, and discharges of any and all provisions hereof must be made in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

This Note evidences a borrowing under, is subject to, and will be enforced in accordance with, the applicable provisions of the Credit Agreement and is the “Note” as defined in the Credit Agreement. The Borrower’s prompt and full repayment of the indebtedness evidenced by this Note is secured by all of the Collateral described in the Credit Agreement.

If from any circumstances whatsoever, fulfillment of any provision of this Note, at the time performance of such provision is due, involves transcending the limit of validity then prescribed by an applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then, ipso facto, the obligation to be fulfilled will be automatically reduced to the limit of such validity, so that in no event will any exaction be possible under this Note that is in excess of the current limit of such validity, but such obligation will be fulfilled to the limit of such validity.

This Note is intended as a contract under, and all provisions hereof are in all respects (including all matters of construction, interpretation, validity, enforceability, performance, breach, and the consequences of breach) to be governed and controlled by, the internal, substantive laws of the State of Florida (excluding and without regard to any and all rules and principles concerning any conflict of laws) as amended and now in effect.

As used herein, the term “Borrower” is to be deemed to include all of the Borrower’s respective successors and assigns, whether by voluntary action or by operation of law. As used herein, the term “Holder” is to be deemed to include the Lender and its successors and assigns, whether by voluntary action or by operation of law, as well as the respective successors, legal representatives, and assigns of each and every subsequent holder or assignee to whom this Note is transferred or assigned, in whole or in part. All pronouns and adjectives used herein indicating gender are to be construed to include the masculine, feminine, and neuter genders; and all words implying the singular are to be construed to include the plural and vice versa.

IN WITNESS WHEREOF, the Borrower, intending to be legally bound by all of the provisions of this Note, has duly authorized, signed, and delivered this Note to the Lender, all effective as of the date first above written.

Exhibit 99.3

EXECUTION COPY

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.

WARRANT 

TO PURCHASE UP TO 1,250,000 SHARES OF COMMON STOCK OF 

ALFI, INC.

April 12, 2022

For value received, LEE AEROSPACE, INC., a Kansas corporation (together with its registered assigns, the “Holder”) is entitled to purchase from ALFI, INC., a Delaware corporation (the “Corporation”), at any time, or from time to time, on or after the Exercise Date and prior to 5:00 p.m., Eastern Time, on April 12, 2025 (the “Expiration Date”), at the Corporation’s principal office or such other location as the Corporation shall designate, at the Exercise Price (as hereinafter defined), up to the number of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Corporation specified above, subject to the terms and conditions as hereinafter provided.

Capitalized terms used and not otherwise defined in this Warrant shall have the meanings set forth in Article IV hereof.

ARTICLE I
EXERCISE

1.1            Exercise.

(a)            To exercise this Warrant in whole or in part, the Holder shall deliver to the Corporation’s principal office or such other location as the Corporation shall designate: (i) this Warrant; (ii) a written notice, substantially in the form of the exercise notice attached hereto as Annex 1 (the “Exercise Notice”); and (iii) payment of the Exercise Price with respect to the number of shares of Common Stock being purchased. Such payment may be made, at the option of the Holder, by cash, money order, certified or bank cashier’s check, wire transfer or as a “cashless exercise,” as described in Section 1.1(b).

(b)            In lieu of exercising this Warrant for cash, the Holder may elect, at any time prior to the Expiration Date, to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant to the Corporation’s principal office or such other location as the Corporation shall designate, together with the properly completed and executed Exercise Notice, in which event the Corporation shall issue to the Holder a number of shares of Common Stock computed using the following formula:

                                                    A

(c)            In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof: (i) the shares of Common Stock so purchased upon such exercise shall be delivered by the Corporation within 10 Business Days after such exercise and delivery of this Warrant and the Exercise Notice to the Corporation by means of (y) book-entry transfer crediting the account of the Holder through the Company’s transfer agent and registrar for the Common Stock, or (z) if requested by the Holder, in the form of certificates in the name of the Holder; and (ii) unless this Warrant has expired, a new Warrant evidencing the right to purchase the remaining shares of Common Stock called for by this Warrant, if any, which new Warrant shall in all other respects be identical with this Warrant.

(d)            If this Warrant shall be surrendered for exercise within any period during which the transfer books for shares of Common Stock purchasable upon the exercise of this Warrant are closed for any purpose, then the Corporation shall not be required to make delivery of the Common Stock purchasable upon such exercise until the date of the reopening of said transfer books.

(e)            Notwithstanding anything to the contrary in this Warrant, this Warrant is not exercisable for, or controvertible into, any shares of Common Stock, and the Holder may not purchase any shares of Common Stock under this Warrant, prior to the Exercise Date.

1.2            Shares To Be Fully Paid and Nonassessable. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable.

1.3            No Fractional Shares To Be Issued. The Corporation shall not be required to issue fractions of shares of Common Stock upon exercise of this Warrant. The Holder may only elect to exercise this Warrant with respect to a whole number of shares of Common Stock.

1.4            Securities Laws; Share Legend. The Holder, by acceptance of this Warrant, agrees that this Warrant and all shares of Common Stock issuable upon exercise of this Warrant will be disposed of only in accordance with the Securities Act of 1933, as amended, and any successor federal statue, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act”). In addition to any other legend which the Corporation may deem advisable under the Securities Act and applicable state securities laws, all certificates representing shares of Common Stock (as well as any other securities issued hereunder in respect of any such shares) issued upon exercise of this Warrant shall be endorsed, and all such shares of Common Stock (or such other securities) issued upon exercise of this Warrant in book-entry form shall include a notation, as follows:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT 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 ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

Any certificate or other instrument issued at any time in exchange or substitution for any certificate or other instrument bearing such legend shall also bear such legend unless, in the opinion of counsel (in form and substance reasonably acceptable to the Corporation) selected by the Holder and reasonably acceptable to the Corporation, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

ARTICLE II
TRANSFER, EXCHANGE AND
REPLACEMENT OF WARRANT

2.1            Ownership of Warrant. The Corporation may deem and treat the Person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by any Person other than the Corporation) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer as provided in this Article II.

2.2            Transfer of Warrant. This Warrant may only be transferred to another Person on or after the Exercise Date and subject to, and in accordance with, this Section 2.2 and Section 1.4. Any attempted transfer of this Warrant occurring prior to the Exercise Date, or any attempted transfer of this Warrant which is not in accordance with this Section 2.2 and Section 1.4, shall be null and void and the transferee shall not be entitled to exercise any of the rights of the holder of this Warrant. The Corporation agrees to maintain books for the registration of the transfer of this Warrant and all rights hereunder shall be registered, in whole or in part, on such books, upon surrender of this Warrant at the Corporation’s principal office or such other location as the Corporation shall designate in accordance with this Section 2.2, together with a written assignment of this Warrant, substantially in the form of the assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized agent or attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the Financial Industry Regulatory Authority, and funds sufficient to pay any transfer taxes payable upon such transfer. Upon surrender of this Warrant in accordance with this Section 2.2, the Corporation (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees and in the denominations specified in the instrument of assignment, and this Warrant shall promptly be canceled. Without limiting the foregoing, the Holder and each Person to whom this Warrant is subsequently transferred represents and warrants to the Corporation and agrees (by acceptance of such transfer) that it will not transfer this Warrant unless: (i) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction; (ii) pursuant to Rule 144; or (iii) the Corporation receives an opinion of counsel, reasonably acceptable to the Corporation, that an exemption from such registration is available.

2.3            The Corporation shall not be required to pay any federal or state transfer tax or charge that may be payable in respect of any transfer of this Warrant or the issuance or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant.

2.4            Division or Combination of Warrants. This Warrant may be divided or combined with other Warrants, in connection with the partial exercise of this Warrant, upon surrender hereof and of any Warrant or Warrants with which this Warrant is to be combined at the Corporation’s principal office or such other location as the Corporation shall designate, together with a written notice specifying the names and denominations in which the new Warrant or Warrants are to be issued, signed by the holders hereof and thereof or their respective duly authorized agents or attorneys-in-fact. Subject to compliance with Sections 1.4 and 2.2 as to any transfer which may be involved in the division or combination, the Corporation shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

2.5            Loss, Theft, Destruction or Mutilation of Warrant Certificates. Upon receipt by the Corporation of evidence reasonably satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security (in customary form) reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant and upon reimbursement of the Corporation’s reasonable incidental expenses, the Corporation will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

ARTICLE III
ADJUSTMENT PROVISIONS

3.1            Adjustments Generally. The Exercise Price and the number of shares of Common Stock (or other securities or property) issuable upon exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain corporate events, as provided in this Article III.

3.2            Common Share Reorganization and Stock Dividend Payments. If the Corporation, at any time this Warrant is outstanding, (a) shall subdivide its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a smaller number of shares (any such event being called a “Common Share Reorganization”), or (b) pay a stock dividend (except scheduled dividends paid on preferred stock which contain a stated dividend rate) or otherwise make a distribution or distributions on shares of its Common Stock or on any other class of capital stock payable in shares of Common Stock (any such event being called a “Stock Dividend Payment”), then (i) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of a Common Share Reorganization or at which the holders of shares of Common Stock or any other class of capital stock are determined for purposes of a Stock Dividend Payment, as the case may be, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Share Reorganization or Stock Dividend Payment, as the case may be, and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Share Reorganization or Stock Dividend Payment, as the case may be, and (ii) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Share Reorganization or Stock Dividend Payment, as the case may be, by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Share Reorganization or Stock Dividend Payment, as the case may be, and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Share Reorganization or Stock Dividend Payment, as the case may be.

3.3            Capital Reorganization. If, at any time this Warrant is outstanding, there shall be any consolidation or merger to which the Corporation is a party, other than a consolidation or a merger in which the Corporation is a continuing corporation and which does not result in any reclassification of, or change (other than a Common Share Reorganization, Stock Dividend Payment or a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the property of the Corporation as an entirety or substantially as an entirety (any such event being called a “Capital Reorganization”), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization.

3.4            Adjustment Rules. Any adjustments pursuant to this Article III shall be made successively whenever an event referred to herein shall occur. If the Corporation shall set a record date to determine the holders of shares of Common Stock or any other class of capital stock, as the case may be, for purposes of a Common Share Reorganization, Stock Dividend Payment or Capital Reorganization and shall legally abandon such action prior to effecting such action, then no adjustment shall be made pursuant to this Article III in respect of such action.

3.5            Notice of Adjustments. The Corporation shall give notice to the Holder prior to any record date or effective date, as the case may be, in respect of any Common Share Reorganization, Stock Dividend Payment or Capital Reorganization describing, in each case, such event in reasonable detail and specifying such record date or effective date, as the case may be. In addition, after the record date or effective date, as the case may be, of any Common Share Reorganization, Stock Dividend Payment or Capital Reorganization, the Corporation shall promptly give notice to the Holder of such event, describing such event in reasonable detail and specifying the record date or effective date, as the case may be, and, if determinable, the required adjustment and the computation thereof. If the required adjustment is not determinable at the time of such notice, the Corporation shall give notice to the Holder of such adjustment and computation promptly after such adjustment becomes determinable.

ARTICLE IV
DEFINITIONS

The following terms, as used in this Warrant, have the following respective meanings:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144.

“Business Days” means each day in which banking institutions in Miami Beach, Florida are not required or authorized by law or executive order to close.

“Capital Reorganization” has the meaning set forth in Section 3.3.

“Commission” means the Securities and Exchange Commission.

“Common Share Reorganization” has the meaning set forth in Section 3.2.

“Common Stock” has the meaning set forth in the first paragraph of this Warrant.

“Corporation” has the meaning set forth in the first paragraph of this Warrant.

“Exercise Date” means the three-month anniversary of the date of this Warrant.

“Exercise Price” means $ 1.51 per share of Common Stock, as may be adjusted pursuant to Article III.

“Expiration Date” has the meaning set forth in the first paragraph of this Warrant.

“Exercise Notice” has the meaning set forth in Section 1.1(a).

“Fair Market Value” means, with respect to a share of Common Stock as of a particular date: (i) if the Common Stock is quoted on the Nasdaq or another national exchange, the closing or last sale price, respectively, reported for the last business day immediately preceding such date; (ii) if the Common Stock is not quoted a national exchange but is quoted on the OTC Bulletin Board, the mean of the average of the closing bid and asked prices reported for the last business day immediately preceding such date; or (iii) if the Common Stock is not quoted on either a national securities exchange or the OTC Bulletin Board, then as the Corporation’s Board of Directors shall determine in good faith.

“Holder” has the meaning set forth in the first paragraph of this Warrant.

“Nasdaq” means the Nasdaq Stock Market.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Registrable Securities” has the meaning set forth in Section 5.2(a)(ii).

“Rule 144” means Rule 144 as promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

“Rule 145” means Rule 145 as promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

“Rule 501(a)” means Rule 501(a) as promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

“Securities” means this Warrant and all shares of Common Stock issuable upon purchase of this Warrant.

“Securities Act” has the meaning set forth in Section 1.4.

“Stock Dividend Payment” has the meaning set forth in Section 3.2.

“Warrant” means this Warrant and other warrants of like tenor issued in substitution, replacement or exchange therefor pursuant to Article II.

ARTICLE V
REPRESENTATIONS AND OTHER AGREEMENTS

5.1            Representations of Holder. The Holder hereby represents to the Corporation as follows:

(a)            The Holder is acquiring the Securities solely for the Holder’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities.

(b)            The Holder understands that the Securities are “restricted securities” and have not been and will not be registered under the Securities Act or any applicable state securities law, except as expressly required hereunder.

(c)            The Holder understands that it may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the Holder understands that, except as otherwise set forth hereunder, the Corporation has no obligation or intention to register any of the Securities, or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder. Consequently, the Holder understands that it must bear the economic risks of the investment in the Securities for an indefinite period of time.

(d)            The Holder agrees: (i) that the Holder will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all applicable state securities laws, or the transaction is exempt from the registration provisions of the Securities Act and all applicable requirements of state securities laws; and (ii) that the Corporation and its Affiliates shall not be required to give effect to any purported transfer of such Securities, except upon compliance with the restrictions set forth in this Warrant.

(e)            At the time the Holder was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises this Warrant it will be, an “accredited investor” as defined under Rule 501(a).

(f)            The Holder has such knowledge, skill and experience in business, financial and investment matters that the Holder is capable of evaluating the merits and risks of an investment in the Securities. The Holder, with the assistance of its professional advisors, has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Securities. The Holder is able to bear the risks associated with an investment in the Securities, and it is authorized to invest in the Securities.

(g)            The Holder acknowledges that neither the Corporation nor any other Person offered to sell the Securities to the Holder by means of, and the Holder is not acquiring the Securities as a result of, any form of general solicitation or advertising, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

5.2           Piggyback Registration Rights.

(a)            If at any time prior to the six-month anniversary of the Expiration Date, the Corporation shall determine to register on a new registration statement any shares of Common Stock for resale for the account of selling stockholders (other than a registration (i) pursuant to a registration statement on Form S-8 or other registration solely relating to an offering or sale to employees or directors of the Corporation pursuant to any employee stock plan or other employee benefit arrangement, (ii) pursuant to a registration statement on Form S-4 or similar form that relates to a transaction subject to Rule 145, or (iii) in connection with any dividend or distribution reinvestment or similar plan), then the Corporation will:

(i)            promptly give to the Holder written notice thereof;

(ii)            use commercially reasonable efforts to include in such registration (and any related filing or qualification under applicable state securities laws), except as set forth in Section 5.2(b), and in any underwriting involved therein, all the shares of Common Stock issuable upon exercise of this Warrant (the “Registrable Securities”) specified in a written request or requests, made by the Holder and received by the Corporation within five (5) days after the written notice from the Corporation described in clause (i) above is given by the Corporation. Such written request may specify all or a part of the Holder’s Registrable Securities.

(b)            If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation shall so advise the Holder as a part of the written notice given pursuant to Section 5.2(a)(i). In such event, the right of the Holder to registration pursuant to this Section 5.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Holder proposes to distribute its securities through such underwriting, then the Holder shall (together with the Corporation and the other holders of securities of the Corporation with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Corporation. Notwithstanding any other provision of this Section 5.2, if the representative of the underwriters advises the Corporation that marketing or other factors require a limitation on the number of shares to be underwritten, then the representative may exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. In addition, if the Holder does not agree to the terms of any such underwriting, then the Holder shall be excluded therefrom by written notice from the Corporation or the underwriter.

(c)            The Holder agrees by acquisition of this Warrant that: (i) the Corporation may postpone or withdraw the filing or the effectiveness of any registration contemplated by Section 5.2(a) at any time in its sole discretion; and (ii) upon receipt of notice from the Corporation that the registration statement filed by the Corporation which includes some or all of the Registrable Securities for resale is no longer effective or is no longer available for use by the selling stockholders identified therein for any reason, then the Holder will discontinue disposition of Registrable Securities until the Holder receives further notice from the Corporation.

ARTICLE VI
MISCELLANEOUS

6.1            Governing Law. This Warrant shall be governed in all respects by the laws of the State of Delaware, without reference to its conflicts of law principles.

6.2            Covenants To Bind Successor and Assigns. All covenants, stipulations, promises and agreements contained in this Warrant by or on behalf of the Corporation shall bind its successors and assigns, whether or not so expressed.

6.3            Entire Agreement. This Warrant, including and together with any related annexes, constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenant except as specifically set forth herein or therein.

6.4            Waivers and Amendments. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of the Corporation and the Holder of this Warrant.

6.5            Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder or the Corporation shall be in writing and personally delivered, sent by overnight courier, or United States mail, postage prepaid, or sent by facsimile or electronic mail, or other authenticated message, charges prepaid, to the other party’s address as shown on the books of the Corporation (in the case of the Holder) or at 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139, Attention: Chief Financial Officer (in the case of the Company). Each party may change the address, facsimile number or email address to which notices, requests and other communications are to be sent by giving written notice of such change to each other party. Notice given by hand delivery shall be deemed received on the date delivered; if sent by overnight courier, on the next Business Day after delivery to the courier service; if by first class mail, on the third Business Day after deposit in the U.S. Mail; and if by facsimile or electronic mail, on the date of transmission.

6.6            Survival of Agreements; Representations and Warranties, etc. All warranties, representations and covenants made by the Corporation herein shall be considered to have been relied upon by the Holder and shall survive the issuance and delivery of the Warrant, regardless of any investigation made by the Holder, and shall continue in full force and effect so long as this Warrant is outstanding.

6.7            Severability. In case any one or more of the provisions contained in this Warrant shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

6.8            Section Headings. The section headings used herein are for convenience of reference only, do not constitute a part of this Warrant and shall not affect the construction of or be taken into consideration in interpreting this Warrant.

6.9            No Rights as Stockholder; No Limitations on Corporation Action. This Warrant shall not entitle the Holder to any rights as a stockholder of the Corporation. No provision of this Warrant and no right or option granted or conferred hereunder shall in any way limit, affect or abridge the exercise by the Corporation of any of its corporate rights or powers to recapitalize, amend its certificate of incorporation, reorganize, consolidate or merge with or into another corporation or to transfer all or any part of its property or assets, or the exercise of any other of its corporate rights or powers.

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by its duly authorized representative.

ACKNOWLEDGED AND AGREED TO BY:

LEE AEROSPACE, INC.

Annex 1

EXERCISE NOTICE

429 Lenox Avenue, Suite 547

Miami Beach, Florida 33139

Attention: Chief Financial Officer

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase (check applicable box):

The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes):

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ___________________________________, whose address is:

__________________________________________________________________________.

The undersigned also requests that the certificates for the shares be issued in the following denominations: _____________________________________.

The undersigned represents and warrants that: (i) all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act pursuant to an exemption from registration under the Securities Act; and (ii) the undersigned is an “accredited investor” within the meaning of Regulation D under the Securities Act.

Annex 2

ASSIGNMENT

For value received, the undersigned hereby sells, assigns and transfers unto:

Name:________________________________________________

                (Please type or print in block letters)

Address:_____________________________________________

U.S. Taxpayer Identification Number:______________________

the right to purchase Common Stock (as defined in the attached Warrant) represented by the attached Warrant to the extent of _____________________ shares as to which such right is vested and exercisable and does hereby irrevocably constitute and appoint ________________________________________, attorney-in-fact, to transfer said Warrant on the books of Alfi, Inc., with full power of substitution in the premises.

Dated:________________

Signature:_______________________________________________

                    Note: The above signature should correspond exactly with the name on the face of the attached Warrant. 

Exhibit 99.4

EXECUTION COPY

PATENT SECURITY AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit and Security Agreement, dated of even date herewith (as the same may be amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”), by and between the Debtor and the Secured Party, the Secured Party has agreed to make loans to the Debtor upon the terms and subject to the conditions set forth therein; and

WHEREAS, pursuant to the Credit Agreement, the Debtor has agreed to deliver this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Secured Party to enter into the Credit Agreement and to make loans to the Debtor thereunder, the Debtor hereby agrees with the Secured Party as follows:

Section 1.      Defined Terms. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

Section 2.      Grant of Security Interest in Patent Collateral. The Debtor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges and hypothecates to the Secured Party, and grants to the Secured Party a security interest in, all of its right, title and interest in, to and under the following Collateral owned by the Debtor (the “Patent Collateral”):

(a)            all of its right, title and interest in and to all of its now owned or existing and hereafter acquired or arising Patents and Patent applications, including the inventions and improvements described and claimed therein, all patentable inventions and those Patents and Patent applications listed on Schedule A attached hereto and made a part hereof and all Patents and reissues, divisions, continuations, renewals,

(b)            all renewals and extensions of the foregoing; and

(c)            and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect to any of the foregoing damages and payments for past, present, and future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

Section 3.      Credit Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Secured Party pursuant to the Credit Agreement, and the Debtor hereby acknowledges and agrees that the rights and remedies of the Secured Party with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Credit Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

Section 4.      Warranties and Representations. The Debtor warrants and represents to the Secured Party that:

(a)            no Patent has been adjudged invalid or unenforceable by a court of competent jurisdiction nor has any such Patent been cancelled, in whole or in part, and each such Patent is presently subsisting;

(b)            the Debtor is the sole and exclusive owner of the entire and unencumbered right, title, and interest in and to each Patent, free and clear of any liens, charges and encumbrances, including shop rights, except for Permitted Liens;

(c)            the Debtor has no notice of any suits or actions commenced or threatened with reference to any Patent; and

(d)            the Debtor has the unqualified right to execute and deliver this Patent Security Agreement and perform its terms.

Section 5.      Restrictions on Future Agreements. The Debtor agrees that until the Obligations shall have been satisfied in full and the Credit Agreement shall have been terminated, the Debtor shall not, without the prior written consent of the Secured Party, sell or assign its interest in any Patent or enter into any other agreement with respect to any Patent which would affect the validity or enforcement of the rights transferred to the Secured Party under this Patent Security Agreement.

Section 6.      New Patents. If, before the Obligations shall have been satisfied in full or before the Loan Credit Agreement has been terminated, the Debtor shall (i) become aware of any existing Patents of which the Debtor has not previously informed the Secured Party, (ii) obtain rights to any new patentable inventions or Patents, or (iii) become entitled to the benefit of any Patents, which benefit is not in existence on the date hereof, the provisions of this Patent Security Agreement above shall automatically apply thereto, and the Debtor shall give to the Secured Party prompt written notice thereof. The Debtor hereby authorizes the Secured Party to modify this Patent Security Agreement by amending Schedule A to include any such Patents.

Section 7.      Royalties; Terms. The term of this Patent Security Agreement shall extend until the earlier of (i) the expiration of each of the Patents, and (ii) the payment in full of the Obligations and the termination of the Credit Agreement. The Debtor agrees that upon the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Article VIII of the Credit Agreement, the use by the Secured Party of all Patents in connection with the enforcement of the Secured Party’s rights therein or in the other Collateral pursuant to the Credit Agreement and the other Credit Documents shall be without any liability for royalties or other related charges from the Secured Party to the Debtor.

Section 8.      Release of Security Interest. This Patent Security Agreement is made for collateral purposes only. Upon payment in full of the Obligations and termination of the Credit Agreement, the Secured Party shall take such actions as may be necessary or proper to terminate the security interests created hereby and pursuant to the Credit Agreement.

Section 9.      Expenses. The payment or discharge of any taxes, reasonable counsel fees, maintenance fees, encumbrances or otherwise in protecting, maintaining or preserving the Patent Collateral or in defending or prosecuting any actions or proceedings arising out of or related to the Patent Collateral shall be borne by and paid by the Debtor and until paid shall constitute Obligations.

Section 10.      Duties of the Debtor. The Debtor shall have the duty (i) to prosecute diligently any patent applications pending as of the date hereof or hereafter, as commercially reasonable, until the Obligations shall have been paid in full and the Credit Agreement has been terminated, (ii) to preserve and maintain all rights in the Patent Collateral, as commercially reasonable, and (iii) to ensure that the Patents are and remain enforceable, as commercially reasonable. Any expenses incurred in connection with the Debtor’s obligations under this Section 10 shall be borne by the Debtor.

Section 11.      The Secured Party’s Right to Sue. After an Event of Default, the Secured Party shall have the right, but shall in no way be obligated, to bring suit in its own name to enforce the Patent Collateral and, if the Secured Party shall commence any such suit, the Debtor shall, at the request of the Secured Party, do any and all lawful acts and execute any and all proper documents reasonably required by the Secured Party in aid of such enforcement, and the Debtor shall promptly, upon demand, reimburse and indemnify the Secured Party for all costs and expenses incurred by the Secured Party in the exercise of its rights under this Section 11.

Section 12.      Waivers. No course of dealing between the Debtor and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power, or privilege hereunder or under the Credit Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 13.      Severability. The provisions of this Patent Security Agreement are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Patent Security Agreement in any jurisdiction.

Section 14.      Modification. This Patent Security Agreement cannot be altered, amended or modified in any way, except as specifically provided in Section 6 hereof or by a writing signed by the parties hereto.

Section 15.      Cumulative Remedies; Power of Attorney; Effect on Credit Agreement. All of the Secured Party’s rights and remedies with respect to the Patent Collateral, whether established hereby or by the Credit Agreement, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. The Debtor hereby authorizes the Secured Party, upon the occurrence of an Event of Default and the acceleration of the Liabilities pursuant to Article VIII of the Credit Agreement, to make, constitute. and appoint any officer of the Secured Party as the Secured Party may select, in its sole discretion, as the Debtor’s true and lawful attorney-in-fact, with power to (i) endorse the Debtor’s name on all applications, documents, papers and instruments necessary or desirable for the Secured Party in the use of the Patent Collateral, (ii) take any other actions with respect to the Patent Collateral as the Secured Party deems to be in the best interest of the Secured Party, (iii) grant or issue any exclusive or non-exclusive license under the Patents to anyone, and (iv) assign, pledge, convey, or otherwise transfer title in or dispose of the Patent Collateral to anyone. The Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable until the Obligations shall have been paid in full and the Credit Agreement shall have been terminated. The Debtor acknowledges and agrees that this Patent Security Agreement is not intended to limit or restrict in any way the rights and remedies of the Secured Party under the Credit Agreement but rather is intended to facilitate the exercise of such rights and remedies. The Secured Party shall have, in addition to all other rights and remedies given it by the terms of this Patent Security Agreement and the Credit Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in Florida.

Section 16.      Binding Effect; Benefits. This Patent Security Agreement shall be binding upon the Debtor and its respective successors and assigns, and shall inure to the benefit of the Secured Party and its successors, nominees, and assigns.

Section 17.      Governing Law. This Patent Security Agreement shall be governed by and construed in accordance with the laws of the State of Florida and applicable federal law.

Section 18.      Headings. Paragraph headings used herein are for convenience only and shall not modify the provisions which they precede.

Section 19.      Further Assurances. The Debtor agrees to execute and deliver such further agreements, instruments, and documents, and to perform such further acts, as the Secured Party shall reasonably request from time to time in order to carry out the purpose of this Patent Security Agreement and agreements set forth herein.

Section 20.      Survival of Representations. All representations and warranties of the Debtor contained in this Patent Security Agreement shall survive the execution and delivery of this Patent Security Agreement and shall be remade on the date of each borrowing under the Credit Agreement.

IN WITNESS WHEREOF, the Debtor has duly executed this Patent Security Agreement as of the date first written above.

ACCEPTED AND AGREED
as of the date first above written:
Lee Aerospace, Inc.

Exhibit 99.5

TRADEMARK SECURITY AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit and Security Agreement, dated of even date herewith (as the same may be amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”), by and between the Debtor and the Secured Party, the Secured Party has agreed to make loans to the Debtor upon the terms and subject to the conditions set forth therein; and

WHEREAS, pursuant to the Credit Agreement, the Debtor has agreed to deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Secured Party to enter into the Credit Agreement and to make loans to the Debtor thereunder, the Debtor hereby agrees with the Secured Party as follows:

Section 1.       Defined Terms. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

Section 2.       Grant of Security Interest in Trademark Collateral. The Debtor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby mortgages, pledges and hypothecates to the Secured Party, and grants to the Secured Party a security interest in, all of its right, title and interest in, to and under the following Collateral owned by the Debtor (the “Trademark Collateral”):

(a)            all of its Trademarks and all IP Licenses providing for the grant by or to such Grantor of any right under any Trademark, including those referred to on Schedule 1 hereto;

(b)            all renewals and extensions of the foregoing;

(c)            all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and

(d)            all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.

Section 3.       Credit Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Secured Party pursuant to the Credit Agreement and the Debtor hereby acknowledges and agrees that the rights and remedies of the Secured Party with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Credit Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

Section 4.       Debtor Remains Liable. The Debtor hereby agrees that, to the extent required by the Credit Agreement, the Debtor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with its Trademarks and IP Licenses subject to a security interest hereunder.

Section 5.       Counterparts. This Trademark Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.

Section 6.                   Governing Law. This Trademark Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of Florida.

IN WITNESS WHEREOF, the Debtor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

ACCEPTED AND AGREED
as of the date first above written:
Lee Aerospace, Inc.