CUENTAS, INC. and OLDE MONMOUTH STOCK TRANSFER CO., INC., as Warrant Agent Warrant Agency Agreement Dated as of February 1, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 5th, 2021 • Cuentas Inc. • Wholesale-groceries & related products • New York
WARRANT AGENCY AGREEMENT, dated as of February 1, 2021 (“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 New Jersey (the “Warrant Agent”).
CUENTAS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • 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 2,790,697 units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional 418,604 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 418,604 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 share of C
