World Health Energy Holdings, Inc. (OTCPK:WHEN) signed a letter of intent to acquire Cuentas Inc. (NasdaqCM:CUEN) from shareholders in a reverse merger transaction on October 16, 2023. In consideration of the acquisition of the 75% stake in WHEN, Cuentas will issue to UCG, Inc. the principal shareholder of WHEN, such number of common shares of CUEN which will represent on the date of issuance 50% of Cuentas? issued and outstanding capital (on a fully diluted basis), in exchange for UCG?s stake in WHEN. Subject to the terms of the agreement, WHEN Group management, including Major Gen. (Ret) Danny Yatom and Giora Rosensweig, Chief Executive Officer will be joining the Cuentas Board of Directors and Executive Management. While the companies will initially continue to operate independently. WHEN Group will become a majority-owned subsidiary of Cuentas through a proposed share exchange transaction. The proposed premium price per share has been valued at $10 per CUEN share. Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders

The closing is contingent on several factors, including without limitation, The Parties? execution of a Definitive Stock Issuance and Purchase Agreement and stockholders? agreement (collectively, the ?Definitive Agreements?) incorporating the material terms of this Term Sheet and such other terms, conditions, and warranties and representations customary in stock purchase agreements, said agreement to be completed on or before expiration of the 45-day Diligence Period; ii. Procurement by Cuentas of all required corporate approvals, including shareholder approval; iii. Approval by the Nasdaq Stock Market LLC (?Nasdaq?) of the following: (A) this Term Sheet, including approval of the Definitive Agreements, as defined below; (B) the issuance and sale the Cuentas Consideration Shares, (C) the contemplated transaction and (D) any and all disclosures required under applicable law or by Nasdaq; iv. Filing with the SEC of a registration statement on Form S-4 and any and all other necessary forms or disclosures as may be required by Nasdaq regarding the resale of the Cuentas Consideration Shares; v. Cuentas has obtained an independent third-party appraisal of the value of the WHEN shares. vi. The grant by the Nasdaq Stock Market of an extension at least through April1, 2024 for Cuentas to comply with Nasdaq?s minimum stockholder equity requirements; vii. Each party?s satisfactory completion of due diligence pursuant to the due diligence section below; and viii. there being no material adverse change in the business, results of operations, prospects, condition (financial or otherwise), or assets of either party after execution of this Term Sheet. Cuentas? Board of Directors has approved the transaction and the Companies expect to complete the transaction this year.

World Health Energy Holdings, Inc. (OTCPK:WHEN) cancelled the acquisition of Cuentas Inc. (NasdaqCM:CUEN) from shareholders in a reverse merger transaction on December 29, 2023. On December 29, 2023, UCG, Inc., the holder of 75% of the issued and outstanding shares of World Health Energy Holdings, Inc. (?WHEN?) delivered to Cuentas Inc. (?Cuentas?) notice of termination of the Term Sheet entered into by Cuentas and UCG.