Exhibit 9.1
BINDING TERM SHEET BETWEEN CUENTAS INC. (“Company”)
AND OPTIMA FIXED INCOME LLC (“Optima”)
This Binding Term Sheet sets forth the terms for an investment of $2.5 Million in Cuentas, Inc.
| | 1. | Total investment of Optima will be $2.5 Million. |
| | 2. | $500,000.00 to be invested at execution of this Binding Term Sheet at a price of $3 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. |
| | a. | Execution of this document will be completed on Thursday, February 28, 2019. |
| | b. | Initial deposit of $500,000.00 to Cuentas bank account will be completed on Thursday, February 28, 2019 to bank account listed in attached Exhibit 1. |
| | | |
| | c. | Optima will provide an additional amount of $2M to Cuentas in the form of a Convertible Note. |
| | i. | Convertible Note to be funded on a quarterly basis from the execution of this binding Term Sheet until the first anniversary of this Binding Term sheet. |
| | ii. | Convertible Note term shall be Three (3) years. |
| | iii. | At Optima’s discretion, Note may be repaid with interest or converted with 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. |
| | 3. | Optima will appoint an executive at the Company who will oversee the proceeds usage. |
| | 4. | Optima, at its discretion, will have the right to appoint a board member for a term that will be agreed by the parties. |
| | 5. | Upon the investment of $500,000.00 by Optima and as long as Optima continue to invest the agreed amounts as described in Schedule A 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. |
| | 6. | There will be no dilution of Optima, Arik Maimom and Michael De Prado without the consent of three of them. |
| | 7. | 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 her rights under this Biding Term Sheet to any of its affiliates. |
Date: February 28, 2019
| /s/ Arik Maimon | | /s/ Mordechai Korf |
| Arik Maimon, CEO | | Mordechai Korf - Authorized Member, Manager |
| Cuentas, Inc. | | Optima Fixed Income LLC |
EXHIBIT 1
Schedule A
Investment Schedule
| Date | | Amount | |
| 02/28/19 | | $ | 500,000 | |
| 05/31/19 | | $ | 500,000 | |
| 08/31/19 | | $ | 500,000 | |
| 11/30/19 | | $ | 500,000 | |
| 02/29/20 | | $ | 500,000 | |
| Total | | $ | 2,500,000 | |
Exhibit 2 – Use of Proceeds
| USE OF PROCEEDS |
| |
| Cuentas Inc. |
| |
| Item | |
| Item | U.S. Dollars in thousands |
| | | Q1 | | | Q2 | | | Q3 | | | Q4 | | | Total | |
| software maintenance and support | | | | | | | | | | | | | | $ | 250,000 | | | $ | 250,000 | |
| Product development | | $ | 100,000 | | | $ | 100,000 | | | $ | 50,000 | | | $ | 25,000 | | | $ | 275,000 | |
| Sutton Fee | | $ | 25,000 | | | | | | | | | | | | | | | $ | 25,000 | |
| SDI | | | | | | $ | 50,000 | | | $ | 50,000 | | | $ | 75,000 | | | $ | 175,000 | |
| Inventory - SDI (POS) | | | | | | $ | 110,000 | | | | | | | $ | 110,000 | | | $ | 220,000 | |
| Marketing | | | | | | $ | 38,250 | | | $ | 38,250 | | | $ | 38,500 | | | $ | 115,000 | |
| Working Capital | | $ | 150,000 | | | $ | 150,000 | | | $ | 150,000 | | | $ | 150,000 | | | $ | 600,000 | |
| Legal | | $ | 25,000 | | | $ | 25,000 | | | $ | 25,000 | | | $ | 25,000 | | | $ | 100,000 | |
| Next Comm | | | | | | $ | 150,000 | | | $ | 150,000 | | | $ | 150,000 | | | $ | 450,000 | |
| Incomm | | $ | 150,000 | | | $ | 50,000 | | | $ | 45,000 | | | $ | 45,000 | | | $ | 290,000 | |
| Total | | $ | 450,000 | | | $ | 673,250 | | | $ | 508,250 | | | $ | 1,118,500 | | | $ | 2,500,000 | |
Exhibit 3
Cuentas, Inc.
BANK WIRE INSTRUCTIONS
| Bank Name: | (REDACTED) |
| Bank Address: | (REDACTED) |
Wire Transfer Instructions
| Beneficiary: | (REDACTED) |
| ABA Routing Number: | (REDACTED) |
| Account Number: | (REDACTED) |
