Exhibit 10.8


 


Executive
Employment Agreement


 


This
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 10, 2021 (the “Effective
Date”), by and between Alfi, Inc. (together with its successors and assigns, the “Company”),
and Dennis McIntosh (“Executive”).


 


W
I T N E S S E T H:


 


WHEREAS, the Company desires to employ
Executive, and Executive desires to be employed by the Company, as the Company’s Chief Financial Officer.


 


NOW, THEREFORE, in consideration of the
foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereby agree as follows:


 


1.             Employment
and Term. The Company hereby agrees to employ Executive, and Executive hereby accepts
employment by the Company, on the terms and conditions hereinafter set forth. Executive’s term of employment by the Company
under this Agreement shall be for a period of three years from the Effective Date (the “Term”).


 


2.             Position,
Duties and Responsibilities, Location, and Commuting.


 


(a)            Position
and Duties. During the Term, the Company shall employ Executive as Chief Financial Officer
(“CFO”). Executive shall report directly to the Company’s Chief Executive Officer (the “CEO”) and
the Board of Directors (the “Board”). Executive shall have such other duties, powers, and authority as are commensurate
with his position as Chief Financial Officer and such other duties and responsibilities that are commensurate with his positions
as specifically delegated to him or her from time to time by the Board.


 


(b)            Exclusive
Services and Efforts. Executive agrees to devote his efforts, energies, and skill to the
discharge of the duties and responsibilities attributable to his position and, except as set forth herein, agrees to devote all
of his professional time and attention to the business and affairs of the Company. Executive shall be entitled to engage in service
on the board of directors of one (1) not-for-profit organization to the extent such service does not interfere with the performance
of his duties and responsibilities to the Company, as determined by the Company in its sole reasonable discretion.


 


(c)            Compliance
with Company Policies. Executive shall be subject to the Bylaws, policies, practices,
procedures and rules of the Company, including those policies and procedures set forth in the Company’s Code of Conduct
and Ethics. Executive’s material violation of the terms of such documents shall be considered a breach of the terms of this
Agreement.


 


(d)            Location
of Employment. Executive’s principal office, and principal place of employment,
shall be at the Company’s offices in Miami, Florida; provided that Executive may be required under business circumstances
to travel outside of such location in connection with performing his duties under this Agreement.


 






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3.             Compensation.


 


(a)            Base
Salary. During the Term, the Company shall pay to Executive an annual salary of $225,000.00
(“Base Salary”). The Compensation Committee of the Board (the “Committee”) may increase the
Base Salary, in its sole discretion, considering Company and individual performance objectives.


 


(b)            Annual
Cash Bonus. During the Term, Executive shall be eligible to receive a discretionary performance-based
bonus in the targeted amount of 30% of the base salary as determined by the Committee in its sole discretion taking into account
Company and individual performance objectives.


 


(c)            Long-Term
Incentive Award. During the Term, Executive shall be eligible to participate in the Company’s
long-term incentive plan, on terms and conditions as determined by the Committee in its sole discretion taking into account Company
and individual performance objectives; provided that, if more than 50% of the Company’s stock is acquired by a third party,
all previously-awarded long-term incentive compensation shall vest immediately.


 


4.             Employee
Benefits and Perquisites.


 


(a)            Benefits.
Executive shall be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans,
programs, and arrangements as are made generally available from time to time to other employees of the Company, subject to Executive’s
satisfaction of all applicable eligibility conditions of such plans, programs, and arrangements. Nothing herein shall be construed
to limit the Company’s ability to amend or terminate any employee benefit plan or program in its sole discretion.


 


(b)            Fringe
Benefits, Perquisites, and Paid Time Off. During the Term, Executive shall be entitled
to participate in all fringe benefits and perquisites made available to other employees of the Company, subject to Executive’s
satisfaction of all applicable eligibility conditions to receive such fringe benefits and perquisites. In addition, Executive shall
be eligible for up to 20 days of paid time off (“PTO”) per calendar year in accordance with the Company’s
vacation and PTO policy, inclusive of vacation days and sick days and excluding standard paid Company holidays, in the same manner
as PTO days for employees of the Company generally accrue.


 


(c)            Reimbursement
of Expenses. The Company shall reimburse Executive for all reasonable pre-approved business
and travel expenses incurred in the performance of his job duties, promptly upon presentation of appropriate supporting documentation
and otherwise in accordance with and subject to the expense reimbursement policy of the Company.


 


5.             Termination.


 


(a)            General.
During the Term of this Agreement, the Company may only terminate Executive’s employment for Cause, as defined below. Executive
may terminate his employment for any reason or no reason, subject only to the terms of this Agreement; provided, however, that
Executive is required to provide to the Company at least sixty days’ written notice of intent to terminate employment for
any reason unless the Company specifies an earlier date of termination. For purposes of this Agreement, the following terms have
the following meanings:


 






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(i)            “Accrued
Benefits” shall mean: (i) accrued but unpaid Base Salary through the Termination Date, payable within thirty days
following the Termination Date; (ii) reimbursement for any unreimbursed pre-approved reasonable business expenses incurred
through the Termination Date, payable within thirty days following the Termination Date; (iii) accrued but unused PTO days;
and (iv) all other payments, benefits, or fringe benefits to which Executive shall be entitled as of the Termination Date
under the terms of any applicable compensation arrangement or benefit, equity, or fringe benefit plan or program or grant.


 


(ii)           “Cause”
shall mean: (i) a breach by Executive of his fiduciary duties to the Company; (ii) Executive’s breach of this Agreement,
which, if curable, remains uncured or continues after ten days’ notice by the Company thereof; (iii) the commission
of (A) any crime constituting a felony in the jurisdiction in which committed, (B) any crime involving moral turpitude
(whether or not a felony), or (C) any other criminal act involving embezzlement, misappropriation of money, fraud, theft,
or bribery (whether or not a felony); (iv) illegal or controlled substance abuse or insobriety by Executive; (v) Executive’s
material negligence or dereliction in the performance of, or failure to perform Executive’s duties of employment with the
Company, which remains uncured or continues after ten days’ notice by the Company thereof; (vi) Executive’s refusal
or failure to carry out a lawful directive of the Company or any member of the Board or any of their respective designees, which
directive is consistent with the scope and nature of Executive’s responsibilities; or (vii) any conduct, action or behavior
by Executive that is, or is reasonably expected to be, materially damaging to the Company, whether to the business interests, finance
or reputation. In addition, Executive’s employment shall be deemed to have terminated for Cause if, on the date Executive’s
employment terminates, facts and circumstances exist that would have justified a termination for Cause, even if such facts and
circumstances are discovered after such termination.


 


(iii)         “Good
Reason” shall mean a material breach by the Company of its obligations under this Agreement, upon which Executive notifies
the Board in writing of such material breach within 30 days of such occurrence and such material breach shall have not been
cured within thirty days after the Board’s receipt of written notice thereof from Executive. Good Reason shall also mean
the termination of Executive’s employment by Executive because of a change in control, as defined by the Company’s
equity or stock option plan in effect as of the Effective Date of this Agreement.


 


(iv)          “Termination
Date” shall mean the date on which Executive’s employment hereunder terminates in accordance with this Agreement.


 


(b)            Termination
by Executive for Good Reason. In the event that Executive’s employment hereunder
is terminated by Executive for Good Reason or for any reason, Executive shall be entitled to receive the Accrued Benefits. In addition,
commencing on the first payroll date following the date that is sixty days following the Termination Date, the Company shall continue
to pay Executive his Base Salary, in accordance with customary payroll practices and subject to applicable withholding and payroll
taxes (the “Severance Payments”), for six months with a six month renewal available if Executive is still
unemployed, has reasonably sought work and has been thwarted by the restrictive covenants (the “Severance Period”);
provided, however, that the Severance Payments shall be conditioned upon the execution, non-revocation, and delivery of a general
release of claims by Executive, in a form reasonably satisfactory to the Company, within sixty days following the Termination Date.
In the event that Executive fails to timely execute and deliver such a release, the Company shall have no obligation to pay Severance
Payments under this Agreement.


 






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(c)            All
Other Terminations. In the event that Executive’s employment hereunder is terminated
by the Company for Cause, by Executive without Good Reason, or due to Executive’s death or disability, Executive shall be
entitled to receive the Accrued Benefits.


 


(d)            Return
of Company Property. Upon termination of Executive’s employment for any reason or
under any circumstances, Executive shall promptly return any and all of the property of the Company and any affiliates (including,
without limitation, all computers, keys, credit cards, identification tags, documents, data, confidential information, work product,
and other proprietary materials), and other materials.


 


(e)            Post-Termination
Cooperation. Executive agrees and covenants that, following the Term, he shall, to the
extent requested by the Company, cooperate in good faith with the Company to assist the Company in the pursuit or defense of (except
if Executive is adverse with respect to) any claim, administrative charge, or cause of action by or against the Company as to which
Executive, by virtue of his employment with the Company or any other position that Executive holds that is affiliated with or was
held at the request of the Company, has relevant knowledge or information, including by acting as the Company’s representative
in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The
Company shall reimburse Executive for his reasonable out-of-pocket expenses incurred in compliance with this Section.


 


(f)            Post-Termination
Non-Assistance. Executive agrees and covenants that, following the Term, he shall not
voluntarily assist, support, or cooperate with, directly or indirectly, any person or entity alleging or pursuing or defending
against any claim, administrative charge, or cause or action against or by the Company, including by providing testimony or other
information or documents, except under compulsion of law. Should Executive be compelled to testify, nothing in this Agreement is
intended or shall prohibit Executive from providing complete and truthful testimony. Nothing in this Agreement shall in any way
prevent Executive from cooperating with any investigation by any federal, state, or local governmental agency.


 


6.             Indemnification.
For a period of two years following Executive’s termination of employment (other than for Cause), the Company shall indemnify
and hold Executive harmless from and against any claim, loss, or cause of action brought, asserted, or assessed against Executive
by a third party that is directly connected with lawful actions of Executive performed in good faith within the scope of his employment
with the Company, unless such actions constituted gross negligence or willful misconduct as determined by the Company in its reasonable
sole discretion (a “Claim”). As a condition to the Company’s obligation under this Section, Executive shall provide
the Company written notice of any Claim for which indemnification may be sought as promptly as practicable after Executive becoming
aware thereof, stating all pertinent facts and including all notices and documents received by Executive relating to the Claim.
The Company may assume the defense of a Claim against Executive, utilizing counsel of the Company’s choice; in such event,
Executive may elect to participate in the defense of such Claim utilizing Executive’s own counsel at Executive’s sole
expense. Executive shall cooperate in the defense of the Claim by the Company and shall provide the Company with all additional
information and documents received by Executive or otherwise in Executive’s possession relating to the Claim. In the event
the Company does not assume the defense of a Claim against Executive, Executive may assume such defense by written notice to the
Company. The Company shall reimburse Executive for any reasonable attorneys’ fees and other expenses actually and necessarily
incurred by Executive in connection with such defense. Executive shall not independently consent to the settlement of any Claim
without the prior written consent of the Company. Any amounts reimbursed by the Company under this Section shall be promptly
repaid to the Company by Executive if the Company later reasonably determines that the underlying Claim was not properly indemnifiable
pursuant to this Section.


 






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7.            Other
Tax Matters.


 


(a)            The
Company shall withhold all applicable federal, state, and local taxes, social security and workers’ compensation contributions
and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.


 


(b)            Notwithstanding
anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set
forth herein shall either be exempt from, or in the alternative, comply with, the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and the published guidance thereunder (“Section 409A”).
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred
compensation” under Section 409A unless such termination is also a “separation from service” within the
meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
 “Termination Date,” or like terms shall mean “separation from service.” Notwithstanding any provision of
this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, any
payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified
deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions
under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments
under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date
which is six months after Executive’s “separation from service” for any reason other than death, or (b) the
date of Executive’s death. This Agreement may be amended without requiring Executive’s consent to the extent necessary
(including retroactively) by the Company in order to preserve compliance with Section 409A. The preceding shall not be construed
as a guarantee of any particular tax effect for Executive’s compensation and benefits and the Company does not guarantee
that any compensation or benefits provided under this Agreement will satisfy the provisions of Section 409A.


 






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(c)            After
any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a “separation
from service” within the meaning of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement
to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation
from service” as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement.
Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no
event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes
a “nonqualified deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable
within a time period, the time during which such amount is paid shall be in the discretion of the Company.


 


(d)            All
reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements
of Section 409A. To the extent that any reimbursements are taxable to Executive, such reimbursements shall be paid to Executive
on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred.
Reimbursements shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive
receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year.


 


8.            Non-Compete,
Non-Solicitation.


 


(a)            Non-Competition.
Beginning on the date hereof and through the date that is one year following the Termination Date (the “Restricted Period”),
Executive will not, and will cause his affiliates not to, directly or indirectly, through or in association with any third party,
in any territory which the Company operates as of the time Executive is no longer employed by, consulting for, serving as a board
member of, or no longer otherwise works for, the Company, (i) engage in, market, sell, or provide any products or services
which are the same or similar to or otherwise competitive with the products and services sold or provided by the Company or (ii) own,
acquire, or control any interest, financial or otherwise, in a third party or business or manage, participate in, consult with,
render services for or otherwise, any business, that in each case is engaged in selling or providing the same, similar or otherwise
competitive services or products which the Company is selling or providing, other than ownership of one percent or less of the
equity of a publicly traded company.


 


(b)            Non-Solicitation.


 


(i)            During
the Restricted Period, Executive will not, and will cause his affiliates not to, directly or indirectly, through or in association
with any third party (1) call on, solicit, or service, engage or contract with, or take any action which may interfere with,
impair, subvert, disrupt, or alter the relationship, contractual or otherwise, between the Company and any current or prospective
customer, supplier, distributor, developer, service provider, licensor, or licensee or other material business relation of the
Company, (2) divert or take away the business or patronage (with respect to products or services of the kind or type developed,
produced, marketed, furnished, or sold by the Company) of any of the clients, customers, or accounts, or prospective clients, customers,
or accounts, of the Company or (3) attempt to do any of the foregoing, either for Executive’s own purposes or for any
other third party.


 






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(ii)           During
the Restricted Period, Executive will not, and will cause his affiliates not to, directly or indirectly, through or in association
with any third party (1) solicit, induce, recruit, or encourage any employees or independent contractors of or consultants
to the Company to terminate their relationship with the Company or take away or hire such employees, independent contractors, or
consultants or (2) attempt to do any of the foregoing, either for Executive’s own purposes or for any other third party.


 


(c)            If
the Executive is entitled to receive Severance Payments under this Agreement, the Non-Competition and Non-Solicitation provisions
set forth herein shall only be enforceable so long as the Severance Payments are ongoing and are timely made.


 


9.            Nondisclosure
and Nonuse of Confidential Information.


 


(a)            Executive
acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of the
Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company;
(ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of his
employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges
that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential
Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company,
and to limit any potential misappropriation of such Confidential Information by Executive.


 


(b)            Executive
will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined)
of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such
disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive
by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit
Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent
jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company
with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal
challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such
Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by
such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure,
misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company
may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and
data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business
of the Company which Executive may then possess or have under his control.


 






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(c)            As
used in this Agreement, the term “Confidential Information” means information that is not generally known to
the public (including the existence and content of this Agreement) and that is used, developed, or obtained by the Company in connection
with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the
Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business
or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures,
(iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including
operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and
data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether
patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect
to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier
lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all
similar and related information in whatever form. Confidential Information will not include any information that has been published
in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential
Information will not be deemed to have been published merely because individual portions of the information have been separately
published, but only if all material features comprising such information have been published in combination.


 


10.           Property;
Inventions and Patents.


 


(a)            Property.
Executive agrees that all inventions, innovations, improvements, technical information, systems, software developments, methods,
designs, analyses, drawings, reports, service marks, trademarks, trade names, logos, products, equipment, and all similar or related
information and materials (whether patentable or unpatentable) (collectively, “Inventions”) which relate to
the Company’s actual or anticipated business, research and development, or existing or future products or services and which
are conceived, developed, or made by Executive (whether or not during usual business hours and whether or not alone or in conjunction
with any other person) while employed (and for the Restricted Period if and to the extent such Inventions result from any work
performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information)
by the Company (including those conceived, developed, or made prior to the date of this Agreement) together with all patent applications,
letters patent, trademark, brands, tradename and service mark applications or registrations, copyrights, and reissues thereof that
may be granted for or upon any of the foregoing (collectively referred to herein as, the “Work Product”), belong
in all instances to such member of the Company. Executive will promptly disclose such Work Product to the Company and perform all
actions reasonably requested by the Company (whether during or after the Term) to establish and confirm the Company’s ownership
of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney, and
other instruments) and to provide reasonable assistance to the Company (whether during or after the Term) in connection with the
prosecution of any applications for patents, trademarks, brands, trade names, service marks, or reissues thereof or in the prosecution
or defense of interferences relating to any Work Product. Executive recognizes and agrees that the Work Product, to the extent
copyrightable, constitutes works for hire under the copyright laws of the United States and that to the extent Work Product constitutes
works for hire, the Work Product is the exclusive property of the Company, and all right, title, and interest in the Work Product
vests in the Company. To the extent Work Product is not works for hire, the Work Product, and all of Executive’s right, title,
and interest in Work Product, including without limitation every priority right, is hereby assigned to the Company.


 






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(b)            Cooperation.
Executive shall, during the Term and at any time thereafter, assist and cooperate fully with the Company in obtaining for the Company
the grant of letters patent, copyrights, and any other intellectual property rights relating to the Work Product in the United
States and/or such other countries as the Company may designate. With respect to Work Product, Executive shall, during the Term
and at any time thereafter, execute all applications, statements, instruments of transfer, assignment, conveyance or confirmation,
or other documents, furnish all such information to the Company and take all such other appropriate lawful actions as the Company
requests that are necessary to establish the Company’s ownership of such Work Product. Executive will not assert or make
a claim of ownership of any Work Product, and Executive will not file any applications for patents or copyright or trademark registration
relating to any Work Product.


 


(c)            No
Designation as Inventor; Waiver of Moral Rights. Executive agrees that the Company shall
not be required to designate Executive as the inventor or author of any Work Product. Executive hereby irrevocably and unconditionally
waives and releases, to the extent permitted by applicable law, all of Executive’s rights to such designation and any rights
concerning future modifications to any Work Product. To the extent permitted by applicable law, Executive hereby waives all claims
to moral rights in and to any Work Product.


 


(d)            Pre-Existing
and Third Party Materials. Executive will not, in the course of employment with the Company,
incorporate into or in any way use in creating any Work Product any pre-existing invention, improvement, development, concept,
discovery, works, or other proprietary right or information owned by Executive or in which Executive has an interest without the
Company’s prior written permission. Executive hereby grants the Company a nonexclusive, royalty-free, fully-paid, perpetual,
irrevocable, sublicensable, worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit
in any way and in any medium, whether or not now known or existing, such item as part of or in connection with such Work Product.
Executive will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary
information owned by any party other than Executive into any Work Product without the Company’s prior written permission.


 


(e)            Attorney-in-Fact.
Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s
agent and attorney-in-fact, to act for and on Executive’s behalf to execute and file any such applications and to do all
other lawfully permitted acts to further the prosecution and issuance of patents, copyright, trademark, and mask work registrations
with the same legal force and effect as if executed by Executive, if the Company is unable because of Executive’s unavailability,
dissolution, mental or physical incapacity, or for any other reason, to secure Executive’s signature for the purpose of applying
for or pursuing any application for any United States or foreign patents or mask work or copyright or trademark registrations covering
the Work Product owned by the Company pursuant to this Section.


 






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11.           Enforcement.
Because Executive’s services are special, unique, and extraordinary and because Executive has access to Confidential Information
and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore,
in the event of a breach or threatened breach of this Agreement, the Company, or any of its successors or assigns may, in addition
to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific
performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without
posting a bond or other security).


 


12.           Non-Disparagement.
Executive and Company agrees that, during the Term and at any time thereafter, they will not make, or cause to be made, any statement,
observation, or opinion, or communicate any information (whether oral or written), to any person other than a member of the Board,
that disparages the Company other party or is likely in any way to harm the business or the reputation of the other party, or in
the case of the Company any of its former, present, or future managers, directors, officers, members, stockholders, or employees.


 


13.           Assurances
by Executive. Executive represents and warrants to the Company that he may enter into
and fully perform all of his obligations under this Agreement and as an employee of the Company without breaching, violating, or
conflicting with (i) any judgment, order, writ, decree, or injunction of any court, arbitrator, government agency, or other
tribunal that applies to Executive or (ii) any agreement, contract, obligation, or understanding to which Executive is a party
or may be bound.


 


14.           Termination
or Repayment of Severance Payments. In addition to the foregoing, and not in any way in
limitation thereof, or in limitation of any right or remedy otherwise available to the Company, if Executive is found to have violated
any provision of this Agreement in accordance with the procedures set forth in Section 16 below, any future obligation of
the Company to pay Severance Payments shall be terminated and of no further force or effect.


 


15.           Notices.
Except as otherwise specifically provided herein, any notice, consent, demand, or other communication to be given under or in connection
with this Agreement shall be in writing and shall be deemed duly given when delivered personally, when transmitted by facsimile
transmission, one day after being deposited with Federal Express or other nationally recognized overnight delivery service, or
three days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal
office, and, if to Executive, at his address set forth following his signature below. Either party may change such address from
time to time by notice to the other.


 






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16.           Governing
Law; Arbitration. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of Florida, without giving effect to any choice of law rules or other conflicting provision or rule that
would cause the laws of any jurisdiction to be applied; provided, however, that the following provisions shall be governed by the
Federal Arbitration Act:


 


(a)            Any
dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, in accordance
with the rules of the American Arbitration Association for employment disputes as then in effect. For the avoidance of doubt,
it is understood and agreed that this Agreement to arbitrate includes any and all claims and disputes, including, without limitation,
as to arbitrability, with respect to Executive’s employment with the Company or the termination of such employment, including,
without limitation, any claim for alleged discrimination, harassment, or retaliation under on the basis of race, sex, color, national
origin, sexual orientation, age, religion, creed, marital status, veteran status, alienage, citizenship, disability or handicap,
or any other legally protected status, and any alleged violation of any federal, state, or other governmental law, statute or regulation,
including, but not limited to, any alleged violation of Title VII of the Civil Rights Act of 1964, other civil rights statutes
including, without limitation, 42 U.S.C. § 1981, 42 U.S.C. § 1982, and 42 U.S.C. § 1985, the Age Discrimination
in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining
Notification Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Occupational Safety and Health
Act, the Immigration Reform and Control Act, the Sarbanes-Oxley Act, or any state or local law, statute or regulation, as such
statutes, laws, and regulations are amended. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.


 


(b)            The
arbitration hearing shall commence within ninety calendar days after the arbitrator is selected, unless Company and Executive mutually
agree to extend this time period. The arbitration shall take place in Florida. The arbitrator will have full power to give directions
and make such orders as the arbitrator deems just, and to award all remedies that would be available in court. Nonetheless, the
arbitrator explicitly shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any
provision of this Agreement. The arbitrator shall issue a written decision that sets forth the essential findings and conclusions
upon which the arbitrator’s award or decision is based within thirty days after the conclusion of the arbitration hearing.
The award rendered by the arbitrator shall be final and binding (absent fraud or manifest error), and any arbitration award may
be enforced by judgment entered or vacated in any court of competent jurisdiction.


 


(c)            In
the event of any contest or dispute relating to this Agreement or the termination of Executive’s employment hereunder, each
of the parties shall bear its own costs and expenses.


 


17.           Amendments;
Waivers. This Agreement may not be modified or amended or terminated except by an instrument
in writing, signed by Executive and a duly authorized representative of the Company (other than Executive). By an instrument in
writing similarly executed (and not by any other means), either party may waive compliance by the other party with any provision
of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall
not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in
exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
or power provided herein or by law or in equity. To be effective, any written waiver must specifically refer to the condition(s) or
provision(s) of this Agreement being waived.


 






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18.           Inconsistencies.
In the event of any inconsistency between any provision of this Agreement and any provision of any Company arrangement, the provisions
of this Agreement shall control, unless Executive and the Company otherwise agree in a writing that expressly refers to the provision
of this Agreement that is being waived.


 


19.           Assignment.
This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive.
The obligations of Executive hereunder shall be binding upon Executive’s heirs, administrators, executors, assigns, and other
legal representatives. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Company’s
successors and assigns.


 


20.           Voluntary
Execution; Representations. Executive acknowledges that (a) he has consulted with
or has had the opportunity to consult with independent counsel of his own choosing concerning this Agreement and has been advised
to do so by the Company, and (b) he has read and understands this Agreement, is competent and of sound mind to execute this
Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on his own judgment and without
duress.


 


21.           Headings.
The headings of the Sections and subsections contained in this Agreement are for convenience only and shall not be deemed to control
or affect the meaning or construction of any provision of this Agreement.


 


22.           Construction.
The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and
no rule of strict construction shall be applied against any party.


 


23.           Beneficiaries/References.
Executive shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries
to receive any compensation or benefit hereunder following Executive’s death by giving written notice thereof. In the event
of Executive’s death or a judicial determination of his incompetence, references in this Agreement to Executive shall be
deemed, where appropriate, to refer to his beneficiary, estate, or other legal representative.


 


24.           Survivorship.
Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties shall survive any termination
of Executive’s employment.


 


25.           Severability.
It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited,
or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding
the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable in such jurisdiction,
it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.


 






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26.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts
shall together constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes.


 


27.           Entire
Agreement. This Agreement contains the entire agreement of the parties and supersedes
all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties, regarding the subject
matter of this Agreement.


 


Alfi, Inc.


 


	By:	 	 
	Title:	 	 


 


EMPLOYEE:


 


	By:	 	 
	 	Dennis McIntosh  	 



 






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