CUEN Cuentas Inc (CE)

On February 28, 2019, Cuentas, Inc. signed a Binding Term Sheet (BTS) with Optima Fixed Income LLC (“Optima”) for a total investment of $2.5 million over one year and received the first deposit of $500,000.00 (Five hundred thousand dollars) on Thursday, February 28, 2019.

The terms of the Binding Term Sheet are summarized as follows:

The initial $500,000 is invested as a Share Purchase Agreement at a price of $3.00 per share. In any case, the total issued shares would be not less than a minimum of 5% of the outstanding shares of the Company at issuance.

Optima will provide an additional amount of $2M to Cuentas in the form of a Convertible Note (Note) which is to be funded on a quarterly basis from the execution of the Binding Term Sheet until the first anniversary of the Binding Term sheet. The Convertible Note term shall be Three (3) years. At Optima’s discretion, the Note may be repaid with interest or converted with a discount of 25% on the share price at date of conversion, but in any case, not less than $3 per share. In any case, the total investment in the Company shall be not be less than 25% of the outstanding shares at the first anniversary of this Binding Term Sheet.

Optima will appoint an executive at the Company who will oversee the proceeds usage.

Optima, at its discretion, will have the right to appoint a board member for a term that will be agreed by the parties.

Upon the investment of $500,000.00 by Optima and as long as Optima continues to invest the agreed amounts as described in Schedule A of the BTS, then Optima will receive a Proxy to vote together with the Controlling B Preferred Stock stockholders at any meeting of the Series B Preferred Stock stockholders of the Company.

There will be no dilution of Optima, Arik Maimom and Michael De Prado without the consent of three of them.

The Definitive Subscription Agreement and other relevant documents will be finalized within 30 days from the execution date of this Binding Term Sheet. During that time Optima will have the right to assign its rights under this Binding Term Sheet to any of its affiliates.