Dvorkin Howard - 16 Jan 2024 Form 4 Insider Report for FlexShopper, Inc. (FPAY)

Footnote F1

Represents the number of shares of common stock of the issuer that the reporting person purchased in the issuer's rights offering through PITA Holdings, LLC ("PITA") pursuant to the exercise of subscription rights, as described in the issuer's prospectus, dated December 2, 2024 (the "Prospectus").

Footnote F2

Represents the number of shares of common stock of the issuer that the reporting person purchased in the issuer's rights offering through NRNS Capital Holdings LLC ("NRNS") pursuant to the exercise of subscription rights, as described in footnote (3) and the issuer's Prospectus.

Footnote F3

NRNS, the manager of which is the reporting person, purchased $2.5 million of units through the contribution into units of a like amount of the outstanding principal and accrued interest under the subordinated promissory notes payable by the issuer to NRNS.

Footnote F4

6,031,958 shares are held of record by PITA. The manager of PITA is Beta Investment Group, Inc. ("Beta"), of which the reporting person is the President. The reporting person disclaims beneficial ownership of the securities of the issuer held of record by PITA except to the extent of his pecuniary interest therein. Amount excludes 1,190,000 shares of the issuer's common stock which are issuable upon the exercise of warrants held of record by PITA.

Footnote F5

3,610,689 shares are held of record by NRNS Capital Holdings LLC ("NRNS"), of which the reporting person is the manager. The reporting person disclaims beneficial ownership of the securities of the issuer held of record by NRNS except to the extent of his pecuniary interest therein. Amount excludes 753,697 shares of the Issuer's common stock which are issuable upon the exercise of warrants held of record by NRNS.

Footnote F6

The issuer issued, at no charge, two non-transferable subscription rights for each share of common stock beneficially owned or issuable upon conversion of issuer's preferred stock, on December 2, 2024, the record date, to purchase units at $1.70. The reporting person purchased the units, each unit consisting of one share of common stock, one series A common stock purchase right ("Series A Right"), one series B common stock purchase right ("Series B Right") and one series C common stock purchase right ("Series C Right").

Footnote F7

The Series A Rights are exercisable commencing on their date of issuance at an exercise price equal to the higher of (x) $1.70 or (y) 90% of the volume weighted average price ("VWAP") of the issuer's common stock over the last three trading days prior to the expiration date of the Series A Rights on February 15, 2025, which is 30 days following January 16, 2025, but in any event not to exceed $2.55.

Footnote F8

The Series B Rights are exercisable commencing on their date of issuance at an exercise price equal to the higher of (x) $1.70 or (y) 87.5% of the VWAP of the issuer's common stock over the last three trading days prior to the expiration date of the Series B Rights on March 17, 2025, which is 60 days following January 16, 2025, but in any event not to exceed $3.40.

Footnote F9

The Series C Rights are exercisable commencing on their date of issuance at an exercise price equal to the higher of (x) $1.70 or (y) 85% of the VWAP of the issuer's common stock over the last three trading days prior to the expiration date of the Series C Rights on April 16, 2025, which is 90 days following January 16, 2025, but in any event not to exceed $4.25.

Footnote F10

1,470,500 are held of record by PITA and 1,470,589 shares are held of record by NRNS.