NEITHER THIS SECURITY NOR THE SECURITIES UNDERLYING THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF...Warrant Agreement • January 7th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
THIS WARRANT IS, AND THE UNDERLYING SHARES OF COMMON STOCK ARE, SUBJECT TO THE TERMS OF A VOTING AGREEMENT AND PROXY DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY AND THE OTHER PARTIES THERETO (THE “VOTING AGREEMENT”).
ASSET PLEDGE AGREEMENTAsset Pledge Agreement • January 7th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This Asset Pledge Agreement is entered into as of December 31, 2019 by and among: on one side (i) CIMA Telecom, Inc., a corporation organized under the laws of the State of Florida (hereinafter referred to as “Pledgee”), and on the other side (ii) Cuentas Inc., a corporation organized under the laws of the State of Florida (hereinafter referred to as “Pledgor”)
VOTING AGREEMENT and ProxyVoting Agreement and Proxy • January 7th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This Voting Agreement and Proxy (this “Agreement”) is entered into as of December 31, 2019, by and among Cuentas Inc., a Florida corporation (the “Company”), Arik Maimon (“Maimon”), Michael De Prado (“De Prado”), Dinar Zuz LLC, a Florida limited liability company (“Dinar”), and CIMA Telecom Inc., a Florida corporation doing business as “CIMA Group” (“CIMA”). Each of Maimon, De Prado, Dinar, and CIMA are referred to in this Agreement as a “Shareholder.”
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • January 7th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This Note and Warrant Purchase Agreement (this “Agreement”) is dated as of December 31, 2019, between Cuentas Inc., a Florida corporation (“Cuentas” or the “Company”), and CIMA Telecom, Inc., a Florida corporation doing business as “CIMA Group” (including its successors and assigns, the “Purchaser” or “CIMA”).
NEITHER THIS SECURITY NOR THE SECURITIES UNDERLYING THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF...Voting Agreement and Proxy • January 7th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
THIS NOTE IS, AND THE UNDERLYING SHARES OF COMMON STOCK ARE, SUBJECT TO THE TERMS OF A VOTING AGREEMENT AND PROXY DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY AND THE OTHER PARTIES THERETO (THE “VOTING AGREEMENT”).
PLATFORM EXCLUSIVE LICENSE AGREEMENTPlatform Exclusive License Agreement • January 7th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This PLATFORM EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2019 (the “Effective Date”), among CIMA Telecom, Inc. (dba CIMA Group), a Florida corporation with an address of 1728 Coral Way, 6th Floor, Miami, FL 33145 (“CIMA”), KNETIK, INC, a Delaware corporation, with an address for correspondence at 150 N. Westmonte Drive, Altamonte Springs, Florida 33145 (“Knetik”), AURIS, LLC, a Florida limited liability company with an address for correspondence at 1728 SW 22nd St., 6th Floor, Miami, Florida 33145 (“Auris” and, with CIMA and Knetik, collectively, the “Licensor”), and CUENTAS, INC., a Florida corporation with an address for correspondence at 200 S. Biscayne Blvd., Suite 5500, Miami, Florida 33131 (the “Licensee” and together, with the Licensor, the “Parties” and each a “Party”).
CONFIDENTIAL December 31, 2019 CIMA Telecom, Inc. (dba CIMA Group) Miami, Florida 33145 Re: Investment in Cuentas Inc. Purchase Agreement & Debenture Ladies and Gentlemen:Purchase Agreement • January 7th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This letter agreement (this “Letter Agreement”) is being provided by Cuentas Inc., a Florida corporation (the “Company” or “Cuentas”) in connection with and in consideration for the investment by CIMA Telecom, Inc., a Florida corporation doing business as “CIMA Group” (including its successors and assigns, the “Purchaser” or “CIMA”), in the Company pursuant to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), by and between the Company and CIMA, dated as of the date hereof. This Letter Agreement reflects certain agreements between CIMA and the Company intended to be in addition to those in the Purchase Agreement and the Debenture. To the extent of any conflict between the terms of this Letter Agreement and the Purchase Agreement, the terms set forth herein shall govern. As used herein, an “Affiliate” of CIMA shall refer to the direct or indirect subsidiaries of CIMA.
