Exhibit
10.3


 


 


 


Execution
Version


 


August
3, 2022


 


STRICTLY
CONFIDENTIAL


 


Cuentas
Inc.


235
Lincoln Rd., Suite 210


Miami
Beach, Florida 33139


 


Attn:
Jeffery D. Johnson, Chief Executive Officer


 


Dear
Mr. Johnson:


 


This
letter agreement (this “Agreement”) constitutes the agreement between Cuentas Inc. (the “Company”)
and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive underwriter, agent
or advisor in any offering (each, an “Offering”) of securities of the Company (the “Securities”)
during the Term (as hereinafter defined) of this Agreement pursuant to the terms and conditions set forth herein. The terms of each Offering
and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies
that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation
to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion
of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the
receipt of all internal approvals of Wainwright in connection with an Offering. The Company expressly acknowledges and agrees that Wainwright’s
involvement in an Offering is strictly on a reasonable best-efforts basis and that the consummation of an Offering will be subject to,
among other things, market conditions. The execution of this Agreement does not constitute a commitment by Wainwright to purchase the
Securities and does not ensure a successful Offering of the Securities or the success of Wainwright with respect to securing any other
financing on behalf of the Company. Wainwright may retain other underwriters, brokers, dealers or agents on its behalf in connection
with an Offering. The Company shall be entitled to retain A.G.P./Alliance Global Partners to act as an independent financial advisor
to the Company in connection with each Offering and the payment of any advisory fees in connection therewith will be borne by the Company.


 


Notwitstanding
anything to the contrary included in this Agreement, the Company is entitled to consummate a Strategic Transaction during the Term. For
the purpose of this Agreement, a “Strategic Transaction” shall mean an acquisition, merger or any other strategic
transaction which is not with a potential investor pursuant to Paragraph A.4 hereunder; provided that any such transaction shall be a
non-brokered transaction and shall only be to a person which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition
to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities.


 





New
York, New York 10022 | 212.356.0500 | www.hcwco.com


Member:
FINRA/SIPC

 






     




     


    

 


A. Compensation;
Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate Wainwright as
follows:


 


		1.	Cash
                                            Fee. The Company shall pay to Wainwright a cash fee, or as to an underwritten Offering
                                            an underwriter discount, equal to 7.0% of the aggregate gross proceeds raised in each Offering.



 


		2.	Warrant
                                            Coverage. The Company shall issue to Wainwright or its designees at each Closing, warrants
                                            (the “Wainwright Warrants”) to purchase that number of shares of common
                                            stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or
                                            common stock equivalent, if applicable) placed in each Offering (and if an Offering includes
                                            a “greenshoe” or “additional investment” component, such number of
                                            shares of common stock underlying such “greenshoe” or “additional investment”
                                            component, with the Wainwright Warrants issuable upon the exercise of such component). If
                                            the Securities included in an Offering are convertible, the Wainwright Warrants shall be
                                            determined by dividing the gross proceeds raised in such Offering by the Offering Price (as
                                            defined hereunder). The Wainwright Warrants shall be in a customary form reasonably acceptable
                                            to Wainwright, have a term of five (5) years and an exercise price equal to 135% of the offering
                                            price per share (or unit, if applicable) in the applicable Offering and if such offering
                                            price is not available, the market price of the common stock on the date an Offering is commenced
                                            (such price, the “Offering Price”). If warrants are issued to investors
                                            in an Offering, the Wainwright Warrants shall have the same terms as the warrants issued
                                            to investors in the applicable Offering, except that such Wainwright Warrants shall have
                                            an exercise price equal to 135% of the Offering Price.



 


		3.	Expense
                                            Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Wainwright
                                            (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $25,000
                                            for non-accountable expenses (to be increased to $35,000 in case a public Offering is contemplated
                                            or consummated); (c) up to $40,000 for fees and expenses of legal counsel and other out-of-pocket
                                            expenses (to be increased to $100,000 in case a public Offering is contemplated or consummated);
                                            plus the additional amount payable by the Company pursuant to Paragraph D.3 hereunder and,
                                            if applicable, the costs associated with the use of a third-party electronic road show service
                                            (such as NetRoadshow); provided, however, that such amount in no way limits or impairs the
                                            indemnification and contribution provisions of this Agreement.



 


		4.	Tail.
                                            Wainwright shall be entitled to compensation under clauses (1) and (2) hereunder, calculated
                                            in the manner set forth therein, with respect to any public or private offering or other
                                            financing or capital-raising transaction of any kind (“Tail Financing”)
                                            to the extent that such Tail Financing is provided to the Company directly or indirectly
                                            by investors whom Wainwright had contacted during the Term or introduced to the Company during
                                            the Term, if such Tail Financing is consummated at any time within the 12-month period following
                                            the expiration or termination of this Agreement. Wainwright shall provide a list of such
                                            investors to the Company as promptly as practicable following the expiration or termination
                                            of this Agreement.



 






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		5.	Right
                                            of First Refusal. If, from the date hereof until the 10-month anniversary following consummation
                                            of each Offering, the Company or any of its subsidiaries (a) decides to dispose of or acquire
                                            business units or acquire any of its outstanding securities or make any exchange or tender
                                            offer or enter into a merger, consolidation or other business combination or any recapitalization,
                                            reorganization, restructuring or other similar transaction, including, without limitation,
                                            an extraordinary dividend or distributions or a spin-off or split-off (other than any transactions
                                            that were in process prior to the date hereof, namely, the acquisition of Cuentas SDI and
                                            SDI Black 011, and any Strategic Transaction), Wainwright (or any affiliate designated by
                                            Wainwright) shall have the right to act as the Company’s exclusive financial advisor
                                            for any such transaction; or (b) decides to finance or refinance any indebtedness, other
                                            than with respect to any Strategic Transaction, Wainwright (or any affiliate designated by
                                            Wainwright) shall have the right to act as sole book-runner, sole manager, sole placement
                                            agent or sole agent with respect to such financing or refinancing; or (c) decides to raise
                                            funds, other than with respect to any Strategic Transaction, by means of a public offering
                                            (including at-the-market facility) or a private placement or any other capital-raising financing
                                            of equity, equity-linked or debt securities, Wainwright (or any affiliate designated by Wainwright)
                                            shall have the right to act as sole book-running manager, sole underwriter or sole placement
                                            agent for such financing. If Wainwright or one of its affiliates decides to accept any such
                                            engagement, the agreement governing such engagement will contain, among other things, provisions
                                            for customary fees for transactions of similar size and nature and the provisions of this
                                            Agreement, including indemnification, which are appropriate to such a transaction.



 


B. Term
and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date hereof and
end at 11:59 p.m., Eastern Time, on August 8, 2022 (the “Initial Term”); provided, however, that if an Offering is
priced within the Initial Term, the term of this Agreement shall be extended until the closing of such Offering (the “Extension
Term,” and together with the Initial Term, the “Term”). For clarity, the term “Term” shall mean
the Initial Term if there is no Extension Term. Notwithstanding anything to the contrary contained herein, the Company agrees that the
provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution,
confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration
of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for
cause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company’s
obligations with respect to the provisions relating to the tail fees and right of first refusal. During Wainwright’s engagement
hereunder, other than with respect to any Strategic Transaction: (i) the Company will not, and will not permit its representatives to,
other than in coordination with Wainwright, contact or solicit institutions, corporations or other entities or individuals as potential
purchasers of the Securities or investment banks in connection with an Offering and (ii) the Company will not pursue any financing transaction
which would be in lieu of an Offering. Furthermore, the Company agrees that during Wainwright’s engagement hereunder, all inquiries
from prospective investors will be referred to Wainwright. Additionally, except as set forth hereunder, the Company represents, warrants
and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the
Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect
to any Offering.


 






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C. Information;
Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information requested by Wainwright for the purpose
of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition,
the Company agrees to make available to Wainwright upon request from time to time the officers, directors, accountants, counsel and other
advisors of the Company. The Company recognizes and confirms that Wainwright (a) will use and rely on the Information, including any
documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement
(as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated
by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness
of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities
of the Company. Upon reasonable request, the Company will meet with Wainwright or its representatives to discuss all information relevant
for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Wainwright thereof, including any document
included or incorporated by reference therein. At each Offering, at the request of Wainwright, the Company shall deliver such legal letters
(including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and
good standing certificates, all in form and substance satisfactory to Wainwright and its counsel as is customary for such Offering. Wainwright
shall be a third-party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by
the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables
made to any investor in an Offering.


 


D. Related
Agreements. At each Offering, the Company shall enter into the following additional agreements:


 


		1.	Underwritten
                                            Offering. If an Offering is an underwritten Offering, the Company and Wainwright shall
                                            enter into a customary underwriting agreement in form and substance satisfactory to Wainwright
                                            and its counsel.



 


		2.	Best
                                            Efforts Offering. If an Offering is on a best-efforts basis, the sale of Securities to
                                            the investors in the Offering will be evidenced by a purchase agreement (“Purchase
                                            Agreement”) between the Company and such investors in a form reasonably satisfactory
                                            to the Company and Wainwright. Wainwright shall be a third-party beneficiary with respect
                                            to the representations, warranties, covenants, closing conditions and closing deliverables
                                            included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers
                                            of the Company with responsibility for financial affairs will be available to answer inquiries
                                            from prospective investors.



 


		3.	Escrow,
                                            Settlement and Closing. If each Offering is not settled via delivery versus payment (“DVP”),
                                            the Company and Wainwright shall enter into an escrow agreement with a third-party escrow
                                            agent pursuant to which Wainwright’s compensation and expenses shall be paid from the
                                            gross proceeds of the Securities sold. If the Offering is settled in whole or in part via
                                            DVP, Wainwright shall arrange for its clearing agent to provide the funds to facilitate such
                                            settlement; provided, however, if the clearing firm provides the funds in a best efforts
                                            offering and subsequent to such delivery an investor fails to provide the necessary funds
                                            to the clearing agent for such purchase of Securities, Wainwright shall instruct the clearing
                                            agent to promptly return any such Securities to the Company and the Company shall promptly
                                            return such investor’s purchase price to the clearing agent. The Company shall pay
                                            Wainwright closing costs, which shall also include the reimbursement of the out-of-pocket
                                            cost of the escrow agent or clearing agent, as applicable, which closing costs shall not
                                            exceed $15,950.



 






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		4.	FINRA
                                            Amendments. Notwithstanding anything herein to the contrary, in the event that Wainwright
                                            determines that any of the terms provided for hereunder shall not comply with a FINRA rule,
                                            including but not limited to FINRA Rule 5110, then the Company shall agree to amend this
                                            Agreement (or include such revisions in the final underwriting agreement) in writing upon
                                            the request of Wainwright to comply with any such rules; provided that any such amendments
                                            shall not provide for terms that are less favorable to the Company than are reflected in
                                            this Agreement.



 


E. Confidentiality.
In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participation
in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial and
other newspapers and journals.


 


F. Indemnity.


 


		1.	In
                                            connection with the Company’s engagement of Wainwright hereunder, the Company hereby
                                            agrees to indemnify and hold harmless Wainwright and its affiliates, and the respective controlling
                                            persons, directors, officers, members, shareholders, agents and employees of any of the foregoing
                                            (collectively the “Indemnified Persons”), from and against any and all
                                            claims, actions, suits, proceedings (including those of shareholders), damages, liabilities
                                            and expenses incurred by any of them (including the reasonable fees and expenses of counsel),
                                            as incurred, whether or not the Company is a party thereto (collectively a “Claim”),
                                            that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including
                                            any untrue statements made or any statements omitted to be made) by the Company, or (ii)
                                            any actions taken or omitted to be taken by any Indemnified Person in connection with the
                                            Company’s engagement of Wainwright, or (B) otherwise relate to or arise out of Wainwright’s
                                            activities on the Company’s behalf under Wainwright’s engagement, and the Company
                                            shall reimburse any Indemnified Person for all expenses (including the reasonable fees and
                                            expenses of counsel) as incurred by such Indemnified Person in connection with investigating,
                                            preparing or defending any such claim, action, suit or proceeding, whether or not in connection
                                            with pending or threatened litigation in which any Indemnified Person is a party. The Company
                                            will not, however, be responsible for any Claim that is finally judicially determined to
                                            have resulted from the gross negligence or willful misconduct of any such Indemnified Person
                                            for such Claim. The Company further agrees that no Indemnified Person shall have any liability
                                            to the Company for or in connection with the Company’s engagement of Wainwright except
                                            for any Claim incurred by the Company as a result of such Indemnified Person’s gross
                                            negligence or willful misconduct.



 






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		2.	The
                                            Company further agrees that it will not, without the prior written consent of Wainwright,
                                            settle, compromise or consent to the entry of any judgment in any pending or threatened Claim
                                            in respect of which indemnification may be sought hereunder (whether or not any Indemnified
                                            Person is an actual or potential party to such Claim), unless such settlement, compromise
                                            or consent includes an unconditional, irrevocable release of each Indemnified Person from
                                            any and all liability arising out of such Claim.



 


		3.	Promptly
                                            upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution
                                            of any Claim with respect to which indemnification is being sought hereunder, such Indemnified
                                            Person shall notify the Company in writing of such complaint or of such assertion or institution
                                            but failure to so notify the Company shall not relieve the Company from any obligation it
                                            may have hereunder, except and only to the extent such failure results in the forfeiture
                                            by the Company of substantial rights and defenses. If the Company is requested by such Indemnified
                                            Person, the Company will assume the defense of such Claim, including the employment of counsel
                                            for such Indemnified Person and the payment of the fees and expenses of such counsel, provided,
                                            however, that such counsel shall be satisfactory to the Indemnified Person and provided further
                                            that if the legal counsel to such Indemnified Person reasonably determines that the use of
                                            counsel chosen by the Company to represent such Indemnified Person would present such counsel
                                            with a conflict of interest or if the defendant in, or target of, any such Claim, includes
                                            an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably
                                            concludes that there may be legal defenses available to it or other Indemnified Persons different
                                            from or in addition to those available to the Company, such Indemnified Person will employ
                                            its own separate counsel (including local counsel, if necessary) to represent or defend him,
                                            her or it in any such Claim and the Company shall pay the reasonable fees and expenses of
                                            such counsel. If such Indemnified Person does not request that the Company assume the defense
                                            of such Claim, such Indemnified Person will employ its own separate counsel (including local
                                            counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company
                                            shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein
                                            to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise
                                            protect against any Claim, the relevant Indemnified Person shall have the right, but not
                                            the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims
                                            or otherwise protect against the same, and shall be fully indemnified by the Company therefor,
                                            including without limitation, for the reasonable fees and expenses of its counsel and all
                                            amounts paid as a result of such Claim or the compromise or settlement thereof. In addition,
                                            with respect to any Claim in which the Company assumes the defense, the Indemnified Person
                                            shall have the right to participate in such Claim and to retain his, her or its own counsel
                                            therefor at his, her or its own expense.



 






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		4.	The
                                            Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by
                                            a court to be unavailable for any reason then (whether or not Wainwright is the Indemnified
                                            Person), the Company and Wainwright shall contribute to the Claim for which such indemnity
                                            is held unavailable in such proportion as is appropriate to reflect the relative benefits
                                            to the Company, on the one hand, and Wainwright on the other, in connection with Wainwright’s
                                            engagement referred to above, subject to the limitation that in no event shall the amount
                                            of Wainwright’s contribution to such Claim exceed the amount of fees actually received
                                            by Wainwright from the Company pursuant to Wainwright’s engagement. The Company hereby
                                            agrees that the relative benefits to the Company, on the one hand, and Wainwright on the
                                            other, with respect to Wainwright’s engagement shall be deemed to be in the same proportion
                                            as (a) the total value paid or proposed to be paid or received by the Company pursuant to
                                            the applicable Offering (whether or not consummated) for which Wainwright is engaged to render
                                            services bears to (b) the fee paid or proposed to be paid to Wainwright in connection with
                                            such engagement.



 


		5.	The
                                            Company’s indemnity, reimbursement and contribution obligations under this Agreement
                                            (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any
                                            rights that any Indemnified Person may have at law or at equity and (b) shall be effective
                                            whether or not the Company is at fault in any way.



 


G. Limitation
of Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright is
providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s
engagement of Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner
of the Company or any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or their respective
officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by
Wainwright, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Wainwright,
and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation
or advice, written or oral, given by Wainwright to the Company in connection with Wainwright’s engagement is intended solely for
the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or
advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other
purpose. Wainwright shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion,
shall have the right to reject any investor introduced to it by Wainwright.


 






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H. Limitation
of Wainwright’s Liability to the Company. Wainwright and the Company further agree that neither Wainwright nor any of its affiliates
or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or creditors, or any
person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligence
or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement
or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on
any action of or failure to act by Wainwright and that are finally judicially determined to have resulted solely from the gross negligence
or willful misconduct of Wainwright.


 


I. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will
be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly agree to
submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly
waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and State of New York.
In the event Wainwright or any Indemnified Person is successful in any action, or suit against the Company, arising out of or relating
to this Agreement, the final judgment or award entered shall be entitled to have and recover from the Company the costs and expenses
incurred in connection therewith, including its reasonable attorneys’ fees. Any rights to trial by jury with respect to any such
action, proceeding or suit are hereby waived by Wainwright and the Company.


 


J. Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or e-mail, if sent to Wainwright,
at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking, and if sent to the
Company, to the address set forth on the first page hereof, e-mail: jeff.johnson@cuentas.com, Attention: Chief Executive Officer. Notices
sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemed
received on the date of the relevant written record of receipt, notices sent by e-mail shall be deemed received as of the date and time
they were sent.


 


K. Conflicts.
The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships
with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright shall
have no obligation to disclose such information to the Company or to use such information in connection with any contemplated transaction.


 


L. Anti-Money
Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal laws of the United
States require all financial institutions to obtain, verify and record information that identifies each person with whom they do business.
This means Wainwright must ask the Company for certain identifying information, including a government-issued identification number (e.g.,
a U.S. taxpayer identification number) and such other information or documents that Wainwright considers appropriate to verify the Company’s
identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument.


 


M. Miscellaneous.
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document
or instrument to which it is a party or bound. This Agreement shall not be modified or amended except in writing signed by Wainwright
and the Company. This Agreement shall be binding upon and inure to the benefit of both Wainwright and the Company and their respective
assigns, successors, and legal representatives. This Agreement constitutes the entire agreement of Wainwright and the Company with respect
to the subject matter hereof and supersedes any prior agreements with respect to the subject matter hereof. If any provision of this
Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other
respect, and the remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts (including
electronic counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Signatures to this Agreement transmitted by electronic mail in “portable document format” (.pdf) form, or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery
of the paper document bearing the original signature. The undersigned hereby consents to receipt of this Agreement in electronic form
and understands and agrees that this Agreement may be signed electronically. In the event that any signature is delivered by electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or otherwise by electronic transmission evidencing an intent
to sign this Agreement, such electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned
with the same force and effect as if such signature were an original. Execution and delivery of this Agreement by electronic mail or
other electronic transmission is legal, valid and binding for all purposes.


 


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In
acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space
provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above.


 


	 

     
	Very truly yours,
	 	H.C. WAINWRIGHT & CO., LLC
	 	 
	 	By: 	 
	 	 	Name:	          
	 	 	Title:	 
	 	 	Date:	 
	 	 	 	 


 


	Accepted and Agreed:	 
	 	 
	Cuentas Inc.	 
	 	 
	By: 	 	 
	 	Name:  	Arik Maimon	 
	 	Title:	Executive Chairman of the Board of Directors	 


 


 


 


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