CUENTAS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • New York
The undersigned, Cuentas, Inc., a Florida corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of _____________ units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional __________ Option Shares (as defined herein and collectively with the shares of Common Stock underlying the Firm Units, the “Shares”), and/or up to an additional ___________ Option Warrants (as defined herein and collectively with warrants underlying the Firm Units, the “Warrants”). Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one Warrant. Each Warrant entitles the holder to purchase one
COMMON STOCK PURCHASE WARRANT CUENTAS, INC.Common Stock Purchase Warrant • December 17th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cuentas, Inc., a company incorporated under the laws of the State of Florida (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Wa
CUENTAS, INC. and OLDE MONMOUTH STOCK TRANSFER CO., INC., as Warrant Agent Warrant Agency Agreement Dated as of _________2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 17th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • New York
WARRANT AGENCY AGREEMENT, dated as of _________, 2020 (“Agreement”), between Cuentas, Inc., a corporation organized under the laws of the State of Florida (the “Company”), and Olde Monmouth Stock Transfer Co., Inc., a corporation organized under the laws of [ ] (the “Warrant Agent”).
WESTERN UNION NORTH AMERICA AGENCY AGREEMENT (ABMT Services)Western Union North America Agency Agreement • December 17th, 2020 • Cuentas Inc. • Wholesale-groceries & related products
This Agency Agreement (this “Agreement”) is entered into by Western Union Financial Services, Inc., a Colorado corporation (“Western Union” or “WUNA”) and the undersigned Agent.
PROCESSING SERVICES AGREEMENTProcessing Services Agreement • December 17th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This Processing Services Agreement (“Agreement”), effective July 23, 2019 (the “Effective Date”), is entered into by and between Cuentas, Inc., a Florida corporation (“Company”) and Interactive Communications International, Inc., a Florida corporation (“InComm”) (each of Company and InComm, a “Party” and collectively, the “Parties”).
