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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On October 22, 2021, the Board
of Directors (the “Board”) of Alfi, Inc. (the “Company”) placed each of Paul Pereira, the Company’s President
and Chief Executive Officer, Dennis McIntosh, the Company’s Chief Financial Officer and Treasurer, and Charles Pereira, the Company’s
Chief Technology Officer, on paid administrative leave and authorized an independent internal investigation regarding certain corporate
transactions and other matters.
On October 22, 2021, the Board
elected Peter Bordes, a current member of the Board, to serve as interim Chief Executive Officer. In connection therewith, Mr. Bordes
will be the Company’s principal executive officer. The Board will determine Mr. Bordes’s compensation for serving in such
position at a later date.
Mr. Bordes, age 58, is a lifelong
entrepreneur with a 30 plus year career as a founder, CEO, investor and board member in private and public companies focused in media,
ad tech, technology, finance and venture investing focused on disruptive innovation. Since March 2012, Mr. Bordes has been a managing
partner at Trajectory Capital, investing in disruptive innovation driving global transformation from Seed thru IPO stages. From May 2019
to October 2020, Mr. Bordes was CEO of Kubient (NASDAQ:KBNT), a cloud advertising platform with artificial intelligence ad fraud prevention,
that he led from a private company through an IPO, and he currently serves on Kubient’s Board of Directors. Mr. Bordes also serves
on the Board of Directors of Beasley Media (NASDAQ: BBGI), chairing its Media Digital Transformation Committee, and on the Board of Directors
of MediaJel, fraud.net and Hoo.be and as Vice Chairman of Ocearch. He is a co-founder and serves on the Board of Directors of TruVest
and MainBloq. Prior to forming Trajectory Capital, Mr. Bordes was a co-founder and the CEO and Chairman of MediaTrust, an RTB performance
marketing ad exchange, which was the ninth fastest growing company in the United States under his leadership. Before founding MediaTrust,
Mr. Bordes was a managing partner of Mason Cabot, an early stage tech investment bank. He is a member of the Board of Trustees of the
Brooklyn Music School and New England College. Mr. Bordes earned his bachelor’s degree in Communication, Business and Media Studies
from New England College. Additional information concerning Mr. Bordes can be found in the Company’s Registration Statement on Form
S-1 (No. 333-251959), as amended by Amendment No. 7 thereto filed with the Securities and Exchange Commission on April 26, 2021, under
the sections “Management – Directors – Peter Bordes”, “Use of Proceeds” and “Certain Relationships
and Related Party Transactions – Bridge Loans”, and such information is incorporated into this Item 5.02 by reference.
On October 22, 2021, the Board elected James Lee,
a current member of the Board, to serve as Chairman of the Board, replacing Mr. P. Pereira in such role. Mr. Lee has decades of experience
running public and private aerospace companies. He is the founder, President and Chief Executive Officer of Lee Aerospace, Inc., a transparency
manufacturer for the aerospace industry since 1987.
On October 27, 2021, the Board
appointed David Gardner, the Company’s Vice President of Technology, to serve as the Company’s Chief Technology Officer effective
immediately, replacing Mr. C. Pereira in such role. The Board has not determined to make any changes to Mr. Gardner’s compensation
at this time. Mr. Gardner, age 47, served as the Company’s Vice President of Technology since October 4, 2021. From April 2019
through September 2021, Mr. Gardner served as a Director-level Architect at Lenovo Group Limited, a multinational technology company specializing
in designing, manufacturing and marketing consumer electronics, personal computers, software, business solutions and related services.
At Lenovo, Mr. Gardner had global responsibility for Lenovo’s Digital Transformation Office, including leading efforts to design,
deploy and modernize global sales and marketing architecture and processes, and he provided architecture oversight with the Enterprise
Architecture Team and data system architecture, modeling and governance processes support. From May 2015 to April 2019, Mr. Gardner served
as a Senior Director, Client Partner and Global Architect at Sogeti, the Technology and Engineering Services Division of Capgemini. The
Sogeti Group is an information technology consulting company specializing in local professional services. At Sogeti, Mr. Gardner oversaw
the activities of the digital transformation and software development and cloud practices, handled both technical and business client
relationships, and was responsible for building and growing various accounts.
On October 28, 2021, Mr. C.
Pereira’s employment with the Company was terminated.