Alfi, Inc. and Lee Aerospace, Inc. entered into that certain Amendment No. 2 to Credit and Security Agreement, dated August 5, 2022, which amended that certain Credit and Security Agreement, dated April 12, 2022, as subsequently amended, to increase the non-revolving line of credit by $500,000, to an aggregate of $3,250,000, and to provide that such increased availability be evidenced by a convertible note. The Company has borrowed $3,250,000 under the Credit Agreement, which is the maximum amount available thereunder.

In connection with Amendment No. 2, the Company and the Lender entered into a Non-Revolving Line of Credit Convertible Note in an aggregate principal amount of $500,000 and a three-year Warrant to purchase 375,000 shares of the Company's common stock Each of the Convertible Note and Warrant are convertible or exercisable, respectively, for shares of Common Stock commencing November 5, 2022, at a conversion price of $1.635 per share under the Convertible Note and an exercise price of $1.51 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 the 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.