PRE-FUNDED COMMON STOCK PURCHASE WARRANT Cuentas Inc.Cuentas Inc. • February 8th, 2023 • Wholesale-groceries & related products
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cuentas Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2023 • Cuentas Inc. • Wholesale-groceries & related products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2023, between Cuentas Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 16, 2020, by and between CUENTAS INC., a Florida corporation, with headquarters located at 19 W. Flagler St., Suite 902, Miami, FL 33130 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
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
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”).
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”).
COMMON STOCK PURCHASE WARRANT CUENTAS INC.Cuentas Inc. • November 22nd, 2023 • Wholesale-groceries & related products • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or his 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 Stockholder Approval Date (as defined below), or if it is determined that such Stockholder Approval (as defined below) is not required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to issuance the Warrant and the Warrant Shares (as defined below) upon the exercise hereof, the Issue Date (as applicable, the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on the date that is the five and one-half (5.5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and pur
CUENTAS INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • February 14th, 2022 • Cuentas Inc. • Wholesale-groceries & related products • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2019 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This Employment Agreement (the “Agreement”) is made and entered into by and between CUENTAS, INC. a Florida Corporation (the “Company”) and ARIK MAIMON (“Executive”) as of the date of execution of the Agreement. (the “Effective Date”) .
DEBT PURCHASE AND ASSIGNMENT AGREEMENTDebt Purchase and Assignment Agreement • November 21st, 2016 • Next Group Holdings, Inc. • Wholesale-groceries & related products
This Debt Purchase and Assignment Agreement (this “Agreement”) is made and entered into effective as of July 10, 2016 (the “Effective Date”), by and between Dean Keatin Marketing LLC, a Wyoming limited liability company (“DKM”), and Next Group Holdings, Inc., a Florida corporation (“NXGH”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2020 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between CUENTAS, INC. a Florida Corporation (the “Company”) and MICHAEL DE PRADO (“Executive”) as of the date of execution of the Agreement (the “Effective Date”).
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.
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 • 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2023 • Cuentas Inc. • Wholesale-groceries & related products • Florida
THIS AGREEMENT, by and between Cuentas, Inc. (the “Company’) and Arik Maimon (“Executive”, along with the Company, referred to as either “Party” or “Parties”) shall become effective upon execution by the Parties as evidenced below (the “Effective Date”).
GENERAL SERVICE AGREEMENTGeneral Service Agreement • February 22nd, 2018 • Next Group Holdings, Inc. • Wholesale-groceries & related products • Florida
VALIDITY GUARANTYValidity Guaranty • November 15th, 2018 • Cuentas Inc. • Wholesale-groceries & related products • New York
This GUARANTY (this “Guaranty”) is made on October 24, 2018 by each of the undersigned (each, a “Guarantor”) in favor of AEC YIELD CAPITAL, LLC, a limited liability company organized under the laws of New York (the “Purchaser”), and Purchaser’s successors and assigns, in connection with that certain Purchase and Sale Agreement, dated as of even date herewith, between Limecom, Inc., a Florida corporation (the “Seller”) and Purchaser (together with all schedules and amendments thereto, the “Agreement”). Capitalized terms used but not defined herein have the meaning given to such terms in the Agreement. In this Guaranty, the words, “I”, “me” and “my” mean the Guarantor (or, if there is more than one signatory to this Guaranty as Guarantor, each such Guarantor, jointly and severally). The words “you” and “your” mean Purchaser.
EMPLOYMENT AGREEMENT (Ryan Drutman)Employment Agreement • April 15th, 2011 • League Now Holdings Corp • Services-business services, nec • California
This Employment Agreement (“Agreement”) made this 11th day of April, 2011 (“Effective Date”), is by and between League Now Holdings Corporation, a Florida Corporation, having its principal place of business located at 5601 W. Spring Parkway, Plano, TX 75021, hereinafter referred to as (the "Employer" or the "Company"), and Ryan Drutman, an individual, hereinafter referred to as (the "Employee").
AMENDED AND RESTATED STOCKPURCHASE AGREEMENT by and among NEXT GROUP ACQUISITION, INC., NEXT GROUP HOLDINGS, INC., LIMECOM, INC., and HERITAGE VENTURES, LIMITED As of OCTOBER 19, 2017Stockpurchase Agreement • October 26th, 2017 • Next Group Holdings, Inc. • Wholesale-groceries & related products • Florida
THIS AMENDED AND RESTATED STOCKPURCHASE AGREEMENT, dated as of October 19, 2017 (this “Agreement”), is made and entered into by and among Next Group Acquisition, Inc., a Florida corporation (the “Purchaser”),Next Group Holdings, Inc., a Florida corporation (the “Parent Company”), Heritage Ventures Limited, an Irish private limited company (the “Seller”), and LimeCom, Inc., a Florida corporation (the “Company”). The Purchaser, the Parent Company, the Seller, and Orlando Taddeoare sometimes individually referred to herein as a “Party” and collectively as the “Parties.” This Agreement supersedes and replaces all prior agreements between the Parties.
BINDING LETTER OF INTENT (“LOI”) August 21, 2017Binding Letter Of • August 24th, 2017 • Next Group Holdings, Inc. • Wholesale-groceries & related products
This Binding Letter of Intent (“LOI”) sets forth the terms and conditions agreed upon by Next Group Holdings, Inc, a Florida limited liability company ("NGH"), or its assignee, with principal registered address: 1111 Brickell Ave., Suite # 2200, Miami, FL 33131, and FISK HOLDINGS LLC (“FISK”), a New York corporation, with principal registered address: 1091 Yonkers Ave., Yonkers, NY 10704:
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among LEAGUE NOW HOLDINGS, INC. a Florida Corporation; and INFINITI SYSTEMS GROUP, INC. an Ohio Corporation effective as of December 31, 2011Stock Purchase Agreement and Share Exchange • February 9th, 2012 • League Now Holdings Corp • Services-business services, nec • New York
THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into as of this 31st day of December, 2011 (the “Agreement”), by and between League Now Holdings, Inc., a Florida corporation with its principal place of business located at 5601 West Spring Parkway, Plano, TX 775021 (“League Now"); and Infiniti Systems Group, Inc., an Ohio corporation with its principal place of business at 6980 South Edgerton Road, Brecksville, Ohio 44141 (“Infiniti”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2019 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This subscription agreement (the “Agreement”) is entered into on July 26th, 2019 (the “Effective Date”) by and between Cuentas, Inc., a Florida corporation with principal offices at 19 W. Flagler St., Suite 902, Miami, FL 33130, (the “Company”), Dinar Zuz LLC, a Florida limited liability company with principal offices at 1898 NW 74th Avenue, Pembrook Pines, FL 33024, (the “Subscriber”), and Arik Maimon and Michael De Prado (the “Series B Holders”).
FOUNDER/EXECUTIVE VICE-CHAIRMAN COMPENSATION AGREEMENTVice-Chairman Compensation Agreement • August 31st, 2021 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This FOUNDER/EXECUTIVE VICE-CHAIRMAN COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2021 (the “Effective Date”), by and between CUENTAS, INC., a Florida Corporation (the “Company”) and MICHAEL DE PRADO (the “Executive”) (each a “Party” and collectively the “Parties”).
BINDING LETTER OF INTENTBinding Letter of Intent • January 9th, 2023 • Cuentas Inc. • Wholesale-groceries & related products
THIS BINDING LETTER OF INTENT (the “Agreement”) entered into December 30, 2022, sets forth certain binding understandings and certain binding covenants between Cuentas Inc. (“Buyer”) and Core Development Holdings Corporation (“Seller”), Buyer and Seller individually maybe referred to as a “Party” and collectively as “Parties”).
MUTUAL NON-DISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • September 12th, 2016 • Next Group Holdings, Inc. • Wholesale-groceries & related products
This Agreement is made and entered into as of the last date signed below (the "Effective Date") by and between InsightPOS LLC , a New Mexico limited liability corporation with it's register d office at 8228 L uisiana Blvd, NE, Suite A, Albuquerque NM 87113 ("Insight") and NEXT GROUP HOLDING, a FLORIDA corporation whose principal mailing address is
BINDING LETTER OF INTENTBinding Letter of Intent • May 3rd, 2022 • Cuentas Inc. • Wholesale-groceries & related products
THIS BINDING LETTER OF INTENT (the “ Agreement ”) entered into December , 2021, sets forth certain binding understandings and certain binding covenants with respect to the purchase of the assets of Mango Tel LLC, a Wyoming limited liability company, owned by Fisk Holdings, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704 and SDI Black 011, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704 (hereinafter collectively “ Seller ”), and Sahedabanu Sohel Kapadiai and Sohel Basir Kapadia, the managing members and owners of Seller (hereinafter collectively “ Owners”), by Cuentas, Inc., a Florida corporation located at 235 Lincoln Road, Suite 210, Miami Beach, Florida 33139 ( “Buyer” ).
FOUNDER/EXECUTIVE CHAIRMAN COMPENSATION AGREEMENTExecutive Chairman Compensation Agreement • August 31st, 2021 • Cuentas Inc. • Wholesale-groceries & related products • Florida
This FOUNDER/EXECUTIVE CHAIRMAN COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2021 (the “Effective Date”), by and between CUENTAS, INC., a Florida Corporation (the “Company”) and SHALOM ARIK MAIMON (the “Executive”) (each a “Party” and collectively the “Parties”).
AGREEMENT FOR CONVERSION OF INDEBTEDNESS TO SERIES B VOTING PREFERRED STOCK OF PLEASANT KIDS, INC.Pleasant Kids, Inc. • March 24th, 2015 • Services-business services, nec • Florida
THIS AGREEMENT OF CONVERSION OF INDEBTEDNESS TO SERIES B PREFERRED VOTING STOCK (“Agreement”) is made and entered into the 20th day of March, 2015, by and between Pleasant Kids, Inc.(the “Company”), Robert Rico and Calvin Lewis (the “Holders”).
PREPAID CARD PROGRAM MANAGEMENT AGREEMENT October 29, 2021Manager Agreement • November 5th, 2021 • Cuentas Inc. • Wholesale-groceries & related products • Ohio
This Prepaid Card Program Management Agreement, including all schedules, exhibits, attachments, appendices and addenda attached hereto (collectively, the "Agreement") is entered into as of {EffectiveDate} (the "Effective Date"), by and between Cuentas, Inc., a Florida corporation, whose address is 235 Lincoln Rd., Suite 210, Miami Beach, FL 33139 ("Manager"), and Sutton Bank, an Ohio chartered bank corporation, its subsidiaries and affiliates, whose main address is 1 South Main St. Attica, OH 44807 ("Sutton Bank").
Date of Issuance: 11/29/13 10% CONVERTIBLE DEBENTURE DUE 5/29/14Securities Settlement Agreement • January 7th, 2015 • Pleasant Kids, Inc. • Services-business services, nec
THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of NYBD Holding, Inc. having a principal place of business at 2500 West Olive Avenue 5F Burbank, CA 91505 (the "Company"), due 5/29/14 (the "Debenture").
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.”
AGREEMENT REGARDING PURCHASE AND SALE OF ALL ASSETS AND CERTAIN LIABILITIES OF TEL3Agreement Regarding Purchase and Sale • November 21st, 2016 • Next Group Holdings, Inc. • Wholesale-groceries & related products • Florida
This Agreement, dated as of August 11, 2016 (this “Agreement”), is by and between NEXT GROUP HOLDINGS, INC., a corporation formed under the laws of Florida (“NXGH”), and ARIK S. MAIMON, an individual residing in Florida and Israel (“Maimon”). Each of NXGH and Maimon is referred to as a “Party” and, collectively, they are referred to as the “Parties.”
AMENDMENT TO NEXT GROUP HOLDINGS, INC. CONVERTIBLE NOTE REDEMPTION AND LOCK-UP AGREEMENTConvertible Note Redemption Agreement • October 11th, 2017 • Next Group Holdings, Inc. • Wholesale-groceries & related products • New York
THIS AMENDMENT #3 TO THE CONVERTIBLE NOTE REDEMPTION AGREEMENT (“Agreement”) originally entered into as of March 23, 2017 (the “Original Agreement”) is made as of September 18, 2017, (the “Effective Date”) by and between Next Group Holdings, Inc., a Florida corporation (the “Company”) and Quarum Holdings LLC, a New York Limited Liability Company (“Creditor”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG NYBD HOLDINGS, INC. NYBD MERGER SUB, INC. AND PLEASANT KIDS, INC. Dated as of September 20, 2013 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • September 27th, 2013 • NYBD Holding, Inc. • Services-business services, nec • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of September 20, 2013, by and among NYBD HOLDINGS, INC., a Florida corporation (“Acquiror”), NYBD MERGER SUB, INC., a Florida corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), and PLEASANT KIDS, INC., a Florida corporation (the “Company”).
