1.01 Entry into a Definitive Material Agreement.
January 29, 2019, Cuentas, Inc. and the previous owners of Limecom, Inc. agreed to a procedure to reverse the original Stock Purchase
Agreement that was signed on September 19, 2017.
a result of certain matters that have developed since the original transaction, the parties have agreed to enable the right by
Cuentas and/or Next Group Acquisition, Inc. (“Next Group Acquisition”) to rescind and/or, at its option, to sell back
the stock in Limecom Inc. (“Limecom”) purchased by Next Group Acquisition for $1.00 and other good and valuable consideration.
the event that the option to rescind and/or to sell back the stock purchased by Next Group Acquisition and/or Cuentas is exercised,
it is agreed as follows:
The 41,443,847 pre-split shares of Cuentas issued to Heritage and its Stockholders will not be returned to Cuentas, and kept
by Heritage and its Stockholders, and the 10,360,962 remaining shares will be cancelled or returned to the treasury of
Cuentas at its option. Cuentas agrees to issue an additional post-split 90,000 shares of Cuentas restricted stock as directed
The $2,000,000 payment under the Acquisition Agreement will be cancelled.
The Agreement with Orlando Taddeo as International CEO of Limecom will be terminated.
Heritage, its Stockholders and the current management of Limecom agree that they will indemnify and hold harmless Next Group Acquisition
and Cuentas from any liabilities (known and unknown) incurred by Limecom (accrued, disclosed or undisclosed by Limecom) up to
and including the closing of the rescission or sale as provided for herein.
Heritage and Limecom’s current management agree to cooperate with Next Group Acquisition and/or Cuentas with any information
required to be disclosed to the Securities and Exchange Commission (“SEC”) as a part of Cuentas’ SEC disclosure
obligations with respect to the exercise of the option by Next Group Acquisition or Cuentas.
Heritage, Limecom and its current management and Stockholders agree to cooperate with Cuentas’ auditors in providing all
material information to Cuentas’ auditors as is reasonably required.
Heritage and the Limecom current management agree that the intercompany loan in the approximate sum of $750,000 will be cancelled.
Cuentas agrees to issue shares of Cuentas restricted stock to several Limecom employees in exchange for salaries due to them.
Those shares will be issued at the execution of this Amendment and be held in escrow until the full satisfaction of the terms
of this Amendment.
Cuentas agrees to advance the sum of $25,000 toward the payments agreed upon to be paid to American Express (“AMEX”)
by Limecom, and Limecom agrees to pay the sum of $25,000 to AMEX and the balance of the payments under the Stipulation of Settlement
as agreed upon by Limecom.