ALF Centurion Acquisition Corporation

On August 23, 2022, Alfi, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with Gliderdale Capital Partners LLC (“Lender”), pursuant to which Lender loaned to the Company the amount of $1,000,000 (the “Loan”). Interest on the unpaid principal amount of the Loan accrues at a rate of 17% per annum, simple interest, and is payable quarterly in arrears commencing on December 31, 2022. The entire outstanding principal amount of the Loan, together with all accrued and unpaid interest thereon, is due and payable on August 23, 2026. All or part of the outstanding principal amount of the Loan may be prepaid at any time after August 23, 2023, and upon five days prior written notice to Lender, without penalty or premium.

Pursuant to the Credit Agreement, the Company executed a convertible note with a principal amount of $1,000,000 (the “Note”) and a three-year warrant (the “Warrant”) to purchase 711,743 shares of the Company’s common stock (the “Common Stock”). Each of the Note and Warrant are convertible or exercisable, respectively, for shares of Common Stock commencing November 23, 2022, at a conversion price of $1.405 per share under the Note and an exercise price of $1.28 per share under the Warrant. The conversion price of the Convertible Note and the exercise price of the Warrant are subject to anti-dilution adjustments for stock splits, stock dividends and similar corporate actions, but not for other dilutive equity issuances. The Warrant may be exercised for cash or on a cashless basis. The Convertible Note and Warrant also provide for certain “piggyback” registration rights to Lender if the Company shall determine to register on a new registration statement any shares of Common Stock for resale for the account of selling stockholders, subject to certain exceptions.

The Credit Agreement contains representations and warranties, events of default and affirmative and negative covenants customary for a transaction of the type and size contemplated by the Credit Agreement. In addition, no later than October 7, 2022, the Company shall grant to Lender a security interest in all business assets of the Company.