Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND ARE THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

LIMITED LIABILITY COMPANY AGREEMENT

OF

WORLD MOBILE LLC

This LIMITED LIABILITY COMPANY AGREEMENT of World Mobile LLC, a Delaware limited liability company (the “Company”), effective as of April 21, 2025 (this “Agreement”), is entered into by and among each of the Persons (as hereinafter defined) from time to time party hereto, as Members (as hereinafter defined), and is acknowledged by the Company.

RECITALS

WHEREAS, the Members intend to file documents with the Delaware Secretary of State to form World Mobile LLC, a Delaware limited liability company;

WHEREAS, upon formation, Cuentas shall assign all of its rights, title, and interest in the Cuentas MNVO, as defined below, and shall operate under the registered name “World Mobile”;

WHEREAS, the Members wish to enter into this Agreement to govern the company’s management and operations from and after the effective date of formation;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the parties agree as follows:

ARTICLE I – DEFINITIONS

1.01 Definitions. The following terms used in this Agreement shall have the following meanings:

“Act” means the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (as amended from time to time.

“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question.

“Capital Account” means the capital account maintained for each Member by Treasury Regulations Section 1.704-1(b)(2)(iv) and other applicable provisions of the Treasury Regulations.

“Capital Contribution” means any contribution to the Company’s capital in cash or property by a Member.

“Code” means the Internal Revenue Code of 1986, as amended.

“Cuentas” means Cuentas, Inc., a Florida corporation, with its principal offices at 235 Lincoln Road, Suite 210, Miami Beach, Florida 33139.

“Cuentas MVNO” shall mean the entire Mobile Virtual Network Operator (MVNO) business line currently operated or held by Cuentas Inc., including, without limitation:

(1) All rights, benefits, and obligations under the MVNO Agreement with UVNV, Inc. (“Plum”), including any amendments, service schedules, pricing appendices, and network access rights;

(2) All customer-related contracts, user data, marketing consents, subscriber records, service histories, SIM card inventories, and any customer agreements, whether active or dormant, associated with the MVNO;

(3) All trademarks, service marks, domain names, trade dress, brand assets, logos, and trade names associated with the MVNO service as operated by Cuentas, excluding the general Cuentas corporate brand if so designated;

(4) All software, platforms, portals, back-office systems, APIs, and any proprietary or third-party software licenses used in provisioning, billing, activating, or supporting the MVNO service;

(5) All vendor contracts, including contracts for SIM card procurement, fulfillment, customer care, billing services, and any outsourced operations or software vendors directly supporting the MVNO;

(6) All regulatory filings, permits, approvals, and licenses, including FCC and state-level registrations required to operate as an MVNO in the United States;

(7) All technical documentation, business plans, marketing materials, standard operating procedures, customer onboarding materials, and internal playbooks relating to the MVNO operation;

(8) All intellectual property and intangible rights owned, licensed, or used by Cuentas that are reasonably necessary to operate the MVNO, including know-how, trade secrets, configurations, and customer support workflows;

(9) All accounts, receivables, prepaid expenses, deposits, or accrued rights relating to the MVNO, and all proceeds thereof, except as excluded by mutual agreement;

(10) The right to operate and market the MVNO under the “World Mobile” DBA as agreed under the terms of this Agreement, including any co-branding or dual-branding permissions mutually agreed upon.

Collectively, the Cuentas MVNO shall constitute the contributed business assets of Cuentas Inc. to World Mobile LLC and shall be owned, operated, or licensed to the joint venture entity by the terms of this Agreement and any related contribution or asset transfer agreements.

“Effective Date” means the date the last party signed below.

“Fiscal Year” means the Company’s fiscal year, which shall be the calendar year. 

“Managing Member” means the Person designated to manage the Company’s day-to-day operations under Article IV of this Agreement.

“WMG” means World Mobile Group Ltd., a UK corporation with address: 29 Holywell Row, London EC2A 4JB, UK.

“Person” means any individual, corporation, partnership, limited liability company, or entity.

ARTICLE II – FORMATION AND NAME

2.01 Formation. The Company was formed by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on April 21, 2025. The rights and liabilities of the Members will be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent permitted by the Act, will control.

2.02 Name. The name of the Company is “World Mobile LLC.” The business may be conducted under that name or, upon compliance with applicable laws, any other name that the Managing Member deems appropriate or advisable. The Company will file, or will cause to be filed, any fictitious name certificates and similar filings, and any amendments thereto, that the Company considers appropriate or advisable.

2.03. Principal Offices. The principal place of business of the Company shall be located at [***] or such other place as the Managing Member may determine from time to time, and the Company shall have other regional offices and operations as the Managing Member may determine from time to time.

2.04. Registered Office/Agent. The registered office required to be maintained by the Company in the State of Delaware pursuant to the Act is c/o Registered Agent Solutions, Inc., located at 838 Walker Road, Suite 21-2, City of Dover, County of Kent, 19904. The Company may, upon compliance with the applicable provisions of the Act, change its registered office or registered agent from time to time in the discretion of the Managing Member.

2.05. Term. The term of the Company will continue until the Company is dissolved as hereinafter provided. The existence of the Company as a separate legal entity will continue until cancellation of the Certificate of Formation as provided in the Act.

2.06. Purpose and Powers of the Company. The purpose of the Company is to engage in any lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company will have the power to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of such purposes, and for the protection of its business.

2.07. Foreign Qualification. Prior to the Company doing business in any jurisdiction other than the State of Delaware, the Managing Member will cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction if the nature of its business makes such qualification necessary. At the request of the Managing Member, each Member will execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in all jurisdictions in which the Company may conduct business. 

ARTICLE III – MEMBERSHIP AND CAPITAL CONTRIBUTIONS

3.01 Members. The Members of the Company are (i) Cuentas and (ii) WMG, with membership interests and capital contributions as set forth on Schedule A – Membership Interests.

3.02 Contributions.

(a) Cuentas shall contribute the Cuentas MVNO business, including the PLUM contract, all associated intellectual property rights (including but not limited to trademarks, patents, copyrights, trade secrets, and know-how), customer contracts and relationships, and related business assets. Any improvements, derivatives, or modifications to these contributed assets shall belong exclusively to the Company.

(b) WMG shall contribute $300,000 (payable to Cuentas in exchange for one-half of the value of the Cuentas MVNO to be assigned to the Company from Cuentas).

3.03 Valuation. The Members stipulate that the fair market value of the Cuentas MVO is approximately $600,000.

3.04 Admission of New Members. The Company may admit one or more additional members to the Company with the consent of all the existing members. Such consent may be given in writing or by any other means permitted by the Act or this Agreement. Any person or entity admitted as a new member shall execute and deliver to the Company a counterpart of this Agreement or a joinder agreement in a form satisfactory to the Company, and shall make such capital contribution, if any, as may be agreed upon by the existing members and the new member. Upon the admission of a new member, the new member shall have all the rights, powers, duties, obligations, and liabilities of a member under this Agreement and the Act, and the existing members shall adjust their respective percentage interests in the Company accordingly. Notwithstanding the foregoing, in the event of such dilution of ownership interest, WMG’s rights shall remain the same.

ARTICLE IV – MANAGEMENT AND VOTING

4.01 Managing Member. Within ten (10) days of this Agreement’s execution, WMG shall designate a WMG executive to serve as the Managing Member, subject to Cuentas’ written approval, which shall not be unreasonably withheld. The Managing Member is to be responsible for the Company’s day-to-day operations.

4.02 Duties of the Managing Member. The Company shall be managed by a single Managing Member, who shall have the full and exclusive power and authority to conduct, direct, and exercise control over the management and affairs of the Company, including related to the PLUM contract, subject to the terms and conditions of this Agreement and applicable law. The Managing Member shall act in good faith and in the best interests of the Company and the Members and shall not engage in any act that is contrary to the purpose or objectives of the Company. The Managing Member shall have the right to delegate any of his or her powers and duties to any officer, employee, agent, or contractor of the Company, as he or she may deem appropriate, provided that such delegation does not relieve the Managing Member of his or her ultimate responsibility and accountability for the Company’s performance and compliance.

4.03 Major Decision Rights. Notwithstanding Section 4.02, the following actions require the prior written consent of Members constituting a Super-Majority (66 and 2/3% of the Membership Interests), which consent shall not be unreasonably withheld and shall be provided or denied within ten (10) business days of request (failure to respond within such period shall be deemed a denial):

(a) Issuing equity that could materially affect the Company’s relationship with PLUM.

(b) Mergers, acquisitions, or dissolution if the aggregate gross proceeds to the Company for such transaction is less than $20 million.

(c) Disposition, exclusive lease or license of Company assets if the aggregate gross proceeds to the Company for such transaction is less than $20 million.

(d) Any change to the allocation and distribution of profits and losses or tax treatment of the Company as provided in this Agreement.

The Managing Member shall promptly notify the other Member of any proposed action that requires the other Member’s consent under this section and shall provide the other Member with all relevant information and documents related to such action. The other Member shall respond to the Managing Member’s request for consent within 10 business days, or such shorter period as may be reasonably required by the circumstances, and shall state the reasons for granting or denying consent. If the other Member fails to respond within the applicable period, the other Member shall be deemed to have consented to the proposed action. Any dispute arising from or relating to this section shall be resolved in accordance with the dispute resolution provisions of this Agreement.

4.04 Bank Account Authorization. The Managing Member shall have the sole authority to open, maintain, and close any bank accounts in the name of the Company, and to designate the signatories and authorized persons for such accounts. No other Member or person shall have any right or power to open, maintain, or close any bank account in the name of the Company, or to sign, endorse, or otherwise deal with any checks, drafts, notes, or other instruments or orders for the payment of money drawn on or payable from any such account, without the prior written consent of the Managing Member.

ARTICLE V – ALLOCATIONS AND DISTRIBUTIONS

5.01 Profits and Losses. Net income and loss, including any specially allocated items and tax credits, shall be allocated 85% to WMG and 15% to Cuentas, subject to adjustments required by Section 704(c) of the Internal Revenue Code for contributed property, with allocations being made in compliance with Treasury Regulations Section 1.704-1(b), maintaining capital accounts under Treasury Regulations, and addressing any special allocations required for contributed property under Section 704(c) and other applicable tax regulations. Any modification to this allocation requires unanimous written consent from all Members, provided such changes shall be made under Section 704(b) of the Internal Revenue Code and the Treasury Regulations.

5.02 Distributions. Distributions of Available Cash (defined as cash available after reasonable reserves for working capital, debt service, and contingent liabilities as determined by the Managing Member) shall be made quarterly or as otherwise determined by the Managing Member, as follows: 85% to WMG and 15% to Cuentas, subject to applicable law and available cash flow.

5.03 Tax Distributions. Notwithstanding any other provision of this Agreement, the Company shall make distributions to the Members, in proportion to their respective profit percentages, in an amount sufficient to enable the Members to pay their estimated federal, state, and local income taxes attributable to their allocable share of the Company’s taxable income for each taxable year or period, as determined by the Managing Member in good faith. Such distributions shall be made no later than 15 days prior to the due date of the estimated tax payments for the Members, and shall be treated as advances against the distributions otherwise payable to the Members under this Agreement.

ARTICLE VI – TAXES AND RECORDS

6.01 Tax Status. To the extent permitted by the IRS Code, the Company shall be treated as a disregarded entity for U.S. federal income tax purposes. If the IRS ultimately disallows such treatment, then the Members shall mutually agree in writing within thirty (30) days on an alternative tax treatment that minimizes adverse tax consequences to both Members. Suppose the Members cannot reach an agreement within such a period. In that case, the matter shall be referred to a qualified independent tax advisor mutually selected by the Members, whose decision shall be binding.

6.02 Records and Reporting. The Company shall maintain complete financial and tax records under GAAP and applicable tax regulations, with all records being accessible electronically to Members in real-time through a secure portal or reporting system approved by both Members. The Company shall deliver to both Members: (i) unaudited quarterly financial statements within thirty (30) days after the end of each fiscal quarter, (ii) audited annual financial statements within ninety (90) days after the end of each fiscal year, and (iii) such other financial information as any Member may reasonably request. Each Member shall have the right, upon reasonable notice and during regular business hours, to inspect and audit all books and records of the Company at their own expense.

ARTICLE VII – TRANSFERS OF MEMBERSHIP INTERESTS

7.01 Restrictions on Transfer. No Member shall sell, assign, transfer, pledge, hypothecate, or otherwise dispose of all or any part of its Membership Interest without the prior written consent of the other Members, which consent may be withheld in its sole discretion. Any such transfer shall also require prior written notice to PLUM and compliance with any requirements under the PLUM MVNO agreement. Any attempted transfer in violation of this provision shall be void ab initio.

7.02 Permitted Transfers. Notwithstanding the above, a Member may transfer its interests to: (i) a wholly-owned affiliate; (ii) the other Member; (iii) any direct, wholly-owned subsidiary or parent entity of such Member; or (iv) in connection with a merger, acquisition, or sale of all or substantially all of such Member’s assets.

7.03 Unanimous Consent. Any new Member must (i) receive the unanimous written consent of all existing Members, (ii) execute a Joinder Agreement in the form reasonably acceptable to the Members agreeing in writing to be bound by all terms and conditions of this Agreement, and (iii provide satisfactory evidence of their financial capability and regulatory compliance history.

ARTICLE VIII – LIABILITY AND INDEMNIFICATION

8.01 Members shall not be personally liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely because of being a Member of the Company. However, this limitation of liability shall not affect a Member’s obligation to fulfill their capital contribution commitments or liability for breach of this Agreement or any fiduciary duties.

8.02 Indemnification.

(a) The Company shall indemnify any Member, officer, employee, or agent who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, provided that such Person acted in good faith and in a manner reasonably believed to be in the best interests of the Company, because such Person is or was acting on behalf of the Company within the scope of their authorized duties, against expenses (including reasonable attorneys’ fees and costs), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such Person, including advancement of such expenses upon receipt of an undertaking to repay such amounts if it is ultimately determined that such Person is not entitled to indemnification; provided, however, that no indemnification shall be provided for any person concerning any matter in which they have been finally adjudicated by a court of competent jurisdiction (after exhaustion of all appeals) to have acted with gross negligence, willful misconduct, bad faith, or in violation of securities laws or regulations. The Company’s indemnification obligations shall be primary, provided that the Company shall be entitled to reimbursement from any applicable insurance coverage to the extent of payments made by the Company under this indemnification provision.

(b) Indemnification shall not be provided for any person who is found to have engaged in: (i) Acts of gross negligence or willful misconduct, (ii) breaches of this Agreement, (iii) criminal or fraudulent conduct, and (iv) self-dealing, breach of fiduciary duty, or violation of any applicable laws or regulations

8.03 Insurance. The Company shall maintain such insurance policies as are customary and commercially reasonable for the nature and scope of its business, operations, assets, liabilities, and risks. The Company shall provide certificates of insurance and copies of policies to Members annually upon request.

ARTICLE IX – DISSOLUTION

The Company may be dissolved upon: (i) written consent of the Members or (ii) wind-down under Article XIII of this Agreement.

ARTICLE X – AMENDMENTS

Any amendment to this Agreement shall require consent of a super-majority in interest of the Members.

ARTICLE XI – PROVISIONS UNIQUE TO JOINT VENTURE

11.01 Company Name and DBA. The Company’s legal name shall be World Mobile LLC, which shall operate publicly as “World Mobile” subject to all necessary trademark and fictitious name registrations.

11.02 Wind-Down Event. If there is a material breach of the PLUM agreement, if any material regulatory compliance violations occur, a breach by Cuentas of its contribution agreement or upon unanimous consent of the members, the Company shall wind-down as follows, in the following order of priority:

(i) Return of $300,000 to WMG.

(ii) Customer bifurcation by origin, with all customers acquired through Cuentas’s existing relationships or brand reverting to Cuentas, with Cuentas retaining all customers acquired through its MVNO operations, marketing efforts, or existing relationships before or during the joint venture.

(iii) Reversion of all MVNO assets/IP to Cuentas, including any improvements, modifications, or derivative works created during the term of this Agreement, along with all customer data, market intelligence, and operational knowledge gained during the joint venture.

WMG shall be required to certify in writing the complete transfer and deletion of all such information from their systems.

11.03 MVNO Brands. The Company shall have the right to establish up to five (5) Cuentas MVNO brands. WMG shall designate three (3) brands, Cuentas shall designate one (1) brand (which shall be Cuentas Mobile) and one (1) brand is subject to the joint mutual consent of WMG and Cuentas. All such brands shall be run on the World Mobile chain. Cuentas shall receive most favored nation treatment for its two brands, entitling it to rates, terms, conditions, and operational support that are no less favorable than those afforded to WMG for its allocated brands.

11.04 WMG Customer Acquisition. Notwithstanding the foregoing, WMG has the right to purchase customers developed through the Company for [***] per customer in its sole discretion.

11.05 Division of Sale Proceeds. If the MVNO is sold to or acquired by a third party with aggregate gross sale proceeds greater than $20M, WMG and Cuentas will share the net proceeds as follows:

[***]

In the event that such aggregate gross proceeds are less than [***], then the net proceeds shall be shared [***]% to WMG and [***]% to Cuentas, subject to adjustment for any additional members.

ARTICLE XII – GENERAL PROVISIONS

12.01 Governing Law. This Agreement will be governed by, construed in accordance with, and enforced under, the laws of the State of Delaware, without regard to the principles of conflicts of law of such state.

12.02 Dispute Resolution; Binding Expedited Arbitration.

(a) Mediation. The parties shall mediate in person in Dover, DE or via secure internet video conference involving their respective principals and counsel any disputes arising from or relating to the Company and the Members under this Agreement within twenty (20) business days of receipt from a Member of the existence of a dispute. The written dispute notice shall detail the specific dispute, including all relevant facts, legal basis for the claim, and the Member’s position. It shall be delivered to all Members via certified mail or overnight courier. In person or via Zoom mediation, each Member shall use their best good faith to resolve the dispute in a consensual manner that is in the Company’s best interest.

(b) Binding Arbitration as Exclusive Legal Remedy. Within ten (10) business days of the mediation proving unsuccessful, the Members shall prepare and submit their respective arbitration statement not to exceed five pages of written text, excluding relevant exhibits, and jointly to a single arbitrator with the American Arbitration Association with expertise in this industry for resolution. The arbitrator will set a brief non-evidentiary hearing of not more than one hour in length within ten (10) business days of receipt of the arbitration statements. The arbitrator shall issue a final and binding order, subject only to the limited grounds for review permitted under the Federal Arbitration Act or Delaware law, within ten (10) business days of the hearing. The Members shall promptly comply with the arbitrator’s ruling, and either party may seek judicial confirmation and enforcement of the award as provided under applicable law. This arbitration is intended by the parties to be the sole and exclusive method of resolving any disputes related to or arising from this Agreement or the Members’ performance under this Agreement. This arbitration provision is to be enforced as broadly as possible to effectuate the parties’ intent to quickly and economically avoid legal proceedings that could otherwise render the Company incapable of operating. The Arbitration will be under the American Arbitration Association in Dover, Delaware.

(c) The prevailing party shall be entitled to its reasonable attorney’s fees and costs, including having the losing party pay for the full costs of the arbitrator and arbitration.

(d) Each party hereby knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury in respect of any litigation arising out of or relating to this Agreement or to bring any dispute between the Members to any court of law anywhere in the world.

12.03 No Third-Party Beneficiaries. Except as expressly provided herein, there are no third-party beneficiaries under this Agreement, and no person or entity other than the parties shall have any rights, benefits, or remedies. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or because of this Agreement.

12.04 Entire Agreement. This Agreement constitutes the entire agreement between the parties about the subject matter. It supersedes the parties’ prior agreements, understandings, negotiations, and oral or written discussions.

12.05 Amendments And Waivers. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified, no consent or approval by any party, will be binding unless executed in writing by all parties. Any failure to enforce any provision of this Agreement shall not constitute a waiver of any rights under such provision or any other provision of this Agreement.

12.06 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and constitute the same instrument.

12.07 Time of Essence. The parties acknowledge and agree that time is strictly of the essence concerning every term, condition, obligation, and provision. That failure to timely perform any of the terms, conditions, obligations, or provisions hereof by either party shall constitute a material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform, provided however that payment obligations may be cured within five (5) business days of written notice of default.

[SIGNATURE BLOCK TO FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first above written.

SCHEDULE A – MEMBERSHIP INTERESTS

Exhibit 10.2

CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”) dated as of April 21, 2025 by and between Cuentas Inc., a Florida corporation (“Participant”) and World Mobile LLC, a Delaware limited liability company (the “JV Company”).

WHEREAS, Participant and World Mobile Group Ltd. (“WMG”) formed the JV Company for purposes of entering into a joint venture business relationship related to the operation of a mobile virtual network operator (“MVNO”) business;

WHEREAS, JV Company desires to sell to Participant, and Participant desires to purchase from JV Company, membership interests of JV Company (the “Membership Interests”), with the rights, preferences, privileges, restrictions and obligations set forth in JV Company’s Limited Liability Company Agreement, dated as of the date herewith (the “LLC Agreement”), on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I. CONTRIBUTION.

Section 1.1. Contribution of Assets. Subject to the terms of this Agreement, Participant hereby contributes, transfers, assigns, conveys and delivers, as of the date hereof, and JV Company does hereby acquire and accept, all of Participant’s right, title and interest in and to the Cuentas MVNO (as defined below) business, including but not limited to the Plum contract, all associated intellectual property rights (including but not limited to trademarks, patents, copyrights, trade secrets, and know-how), customer contracts and relationships, and related business assets (the “Contributed Assets”).

Section 1.2. Consideration. Subject to the terms and conditions of this Agreement, including without limitation the satisfaction or waiver of the closing conditions set forth in Section 1.4, JV Company shall issue and sell to Participant, and Participant agrees to accept from JV Company, the Membership Interests in consideration for the Contributed Assets as set forth in Section 1.1.

Section 1.3. Closing. The closing (the “Closing”) of the issuance and sale of the Membership Interests and the contribution of the Contributed Assets will take place on such date and time as JV Company and Participant mutually designate. The date of the Closing shall be referred to herein as the “Closing Date.”

Section 1.4. Delivery. At the Closing:

(a) Participant shall deliver to JV Company (i) fully executed documents evidencing the conveyance of the Contributed Assets including but not limited to a bill of sale and other assignment and/or assumption documents (collectively, the “Conveyance Documents”), and (ii) an executed counterpart signature page to the LLC Agreement, agreeing to be bound thereby, in the form provided by JV Company to Participant.

(b) JV Company shall deliver to Participant a fully executed LLC Agreement documenting the Membership Interests to be purchased at the Closing.

ARTICLE II. REPRESENTATIONS AND WARRANTIES.

Section 2.1. Representations and Warranties of Participant.

(a) Organization. Participant is a corporation, duly organized, validly existing and in good standing under the laws of the State of Florida and has all corporate power and authority necessary to own or lease its properties and assets and to carry on its business as currently conducted.

(b) Authorization. Participant has the corporate power and authority to execute and deliver this Agreement and other related documents and agreements referenced herein to be executed and delivered by Participant (the “Participant Related Agreements”), to consummate the transactions contemplated hereby. The execution, delivery and performance by Participant of this Agreement and the Participant Related Agreements, and the consummation by Participant of the transactions contemplated hereby have been duly and validly authorized by Participant’s board of directors and no other corporate proceedings on the part of Participant are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement and the Participant Related Agreements have been duly and validly executed and delivered by Participant and, assuming this Agreement constitutes the legal, valid and binding agreement of JV Company, constitutes a legal, valid and binding agreement of Participant, enforceable against Participant in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

(c) Non-Contravention.

(1) The execution, delivery and performance by Participant of this Agreement, the Participant Related Agreements, and the consummation by Participant of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):

(2) The execution, delivery and performance of this Agreement and the Participant Related Agreements by Participant and the consummation of the transactions contemplated hereby by JV Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority.

(d) Title. Participant has good, valid and marketable title to, a valid license to, or a valid leasehold interest in (as applicable), the Contributed Assets, free and clear of any Liens. Upon the sale, conveyance, transfer, assignment and delivery of the Contributed Assets in accordance with this Agreement, JV Company will acquire good, valid and marketable title to, a valid license to, or a valid leasehold interest in, the Contributed Assets, free and clear of any Liens.

(e) Securities Representations.

(1) Participant has not been formed for the primary purpose of acquiring the Membership Interests, and is purchasing the Membership Interests for Participant’s own account, with the intention of holding the Membership Interests for investment, with no present intention of dividing, or allowing others to participate in, this investment, or of reselling, or otherwise participating directly or indirectly in a distribution of, the Membership Interests. Participant will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Membership Interests (or solicit any offers to buy or otherwise acquire any of the Membership Interests), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”). JV Company is not obligated to register the Membership Interests under the Securities Act or the laws of any other jurisdiction. The Membership Interests are subject to additional restrictions on transfer set forth in the LLC Agreement.

(2) Participant has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment in the JV Company Membership Interests and to make an informed and independent decision based on the information provided by the JV Company.

(3) Participant has received and reviewed a copy of the LLC Agreement and other relevant documents and records relating to the JV Company and its business, and has had the opportunity to ask questions and receive answers from the JV Company’s representatives and advisors.

(4) Participant acknowledges that the JV Company has not made any representations or warranties, express or implied, as to the accuracy or completeness of any information provided by them, or as to the future performance or prospects of the JV Company or its business, and that the Participant is relying solely on the Participant’s own investigation and analysis in making the investment decision.

(5) Participant understands that no federal or state agency has made any finding or determination regarding the fairness of the offering of the Membership Interests for investment, or any recommendation or endorsement of the offering of the Membership Interests.

Section 2.2. Representations and Warranties of JV Company.

(a) Organization. JV Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority necessary to own or lease its properties and assets and to carry on its business as currently conducted.

(b) Authorization. JV Company has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (the “JV Company Related Agreements”). The execution, delivery and performance by JV Company of this Agreement and the JV Company Related Agreements, and the consummation by JV Company of the transactions contemplated hereby have been duly and validly authorized by any governing body or any holders of equity securities of JV Company, if applicable, and no other corporate proceedings on the part of JV Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement and the JV Company Related Agreements have been duly and validly executed and delivered by JV Company and, assuming this Agreement constitutes the legal, valid and binding agreement of JV Company, constitutes a legal, valid and binding agreement of JV Company, enforceable against JV Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

(c) Non-Contravention.

(1) The execution, delivery and performance by JV Company of this Agreement, the JV Company Related Agreements, and the consummation of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both):

(2) The execution, delivery and performance of this Agreement and the JV Company Related Agreements by JV Company and the consummation of the transactions contemplated hereby by JV Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority.

(d) Exempt Offering. The offer, issuance, sale and delivery of the Membership Interests, as provided in this Agreement, are exempt from the registration and qualification requirements of the Securities Act and all applicable state securities laws, and are otherwise in compliance with such laws. Neither JV Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of JV Company under circumstances which would require the integration of such offering with the offering of the Membership Interests under the Securities Act) which might subject the offering, issuance or sale of the Membership Interests to the registration requirements of the Securities Act.

ARTICLE III. COVENANTS.

Section 3.1. Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

ARTICLE IV. CERTAIN DEFINITIONS.

As used in this Agreement the following terms shall have the meanings set forth below:

“Cuentas MVNO” shall mean the entire Mobile Virtual Network Operator (MVNO) business line currently operated or held by Cuentas Inc., including, without limitation:

(1) All rights, benefits, and obligations under the MVNO Agreement with UVNV, Inc. (“Plum”), including any amendments, service schedules, pricing appendices, and network access rights;

(2) All customer-related contracts, user data, marketing consents, subscriber records, service histories, SIM card inventories, and any customer agreements, whether active or dormant, associated with the MVNO;

(3) All trademarks, service marks, domain names, trade dress, brand assets, logos, and trade names associated with the MVNO service as operated by Cuentas, excluding the general Cuentas corporate brand if so designated;

(4) All software, platforms, portals, back-office systems, APIs, and any proprietary or third-party software licenses used in provisioning, billing, activating, or supporting the MVNO service;

(5) All vendor contracts, including contracts for SIM card procurement, fulfillment, customer care, billing services, and any outsourced operations or software vendors directly supporting the MVNO;

(6) All regulatory filings, permits, approvals, and licenses, including FCC and state-level registrations required to operate as an MVNO in the United States;

(7) All technical documentation, business plans, marketing materials, standard operating procedures, customer onboarding materials, and internal playbooks relating to the MVNO operation;

(8) All intellectual property and intangible rights owned, licensed, or used by Cuentas that are reasonably necessary to operate the MVNO, including know-how, trade secrets, configurations, and customer support workflows;

(9) All accounts, receivables, prepaid expenses, deposits, or accrued rights relating to the MVNO, and all proceeds thereof, except as excluded by mutual agreement;

(10) The right to operate and market the MVNO under the “World Mobile” DBA as agreed under the terms of this Agreement, including any co-branding or dual-branding permissions mutually agreed upon.

“Governmental Authority” means any national, state or local, domestic or foreign or international, government or any judicial, legislative, executive, administrative or regulatory authority, tribunal, agency, body, entity or commission or other governmental, quasi-governmental or regulatory authority or agency, domestic or foreign or international.

“Law” means any statute, law, ordinance, rule, regulation or requirement of a Governmental Authority. “Lien” means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer and security interests of any kind or nature whatsoever.

“Order” means any order, judgment, writ, decree or injunction issued by any court, agency or other Governmental Authority.

“Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Authority.

ARTICLE V. MISCELLANEOUS.

Section 5.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party shall assign its rights under this Agreement without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.

Section 5.2. Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intend to or shall be construed to confer upon any other Person any legal or equitable right, benefit, remedy or claim of any nature whatsoever by reason of this Agreement.

Section 5.3. Governing Law. This Agreement shall be governed and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction other than the State of Delaware.

Section 5.4. Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party.

Section 5.5. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all oral agreements and understandings and all written agreements prior to the date hereof between or on behalf of the parties with respect to the subject matter hereof.

Section 5.6. Amendments and Waivers. This Agreement may be amended only by a writing signed by each of the parties, and any amendment shall be effective only to the extent specifically set forth in that writing. Either party may waive in writing the benefit of any provision of this Agreement with respect to itself for any purpose.

Section 5.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. At the closing of the Contribution, signature pages of counterparts may be exchanged by electronic transmittal of scanned images thereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the party providing a scanned image and that party’s counsel.

Section 5.8. Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid, or by reputable overnight courier service, or by electronic mail with acknowledgment of receipt of complete transmission further confirmed by a copy sent by reputable overnight courier service. Any notice or other communication so given shall be validly given hereunder upon receipt if delivered by hand, upon receipt if sent by registered or certified mail or by overnight courier service, and upon return receipt if sent by electronic mail to the addresses set forth below or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

If to Participant, to:

Cuentas Inc.

235 Lincoln Road., Suite 210

Miami Beach, FL 33139

Email:

Attention: Arik Maimon

with a copy (which will not constitute notice to Participant) to:

AM LAW LLC

10743 SW 104^th Street

Miami, FL 33176

Email:

Attention: Gary Murphree

If to JV Company or WMG, to:

World Mobile LLC

c/o World Mobile Group Ltd.

29 Holywell Row

London, EC2A 4JB, U

Email:

Attention: Charles Barnett

with a copy (which will not constitute notice to JV Company) to:

Snell & Wilmer L.L.P.

3611 Valley Centre Drive, Suite 500

San Diego, CA 92130

Email:

Attention: Christopher L. Tinen

Rejection or other refusal to accept or the inability for delivery to be effected because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

[signatures on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 

Exhibit 10.3

SUBSCRIPTION BOOKLET

FOR

MEMBERSHIP INTERESTS

IN

WORLD MOBILE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

Subscription Agreement

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

World Mobile, LLC

_____________

Ladies and Gentlemen:

The undersigned understands that World Mobile, LLC, a limited liability company organized under the laws of Delaware (the “Company”), is offering an aggregate of 100 Membership Interests (the “Securities”) in a private placement. The undersigned further understands that the offering is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any securities law of any state of the United States or of any other jurisdiction and is being made only to “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act).

1. Subscription. Subject to the terms and conditions hereof, the undersigned hereby irrevocably subscribes for the Securities set forth in Appendix A hereto for the aggregate purchase price set forth in Appendix A, which is payable as described in Section 4 hereof. The undersigned acknowledges that the Securities will be subject to restrictions on transfer as set forth in this subscription agreement (the “Subscription Agreement”).

2. Acceptance of Subscription and Issuance of Securities. It is understood and agreed that the Company shall have the sole right, at its complete discretion, to accept or reject this subscription, in whole or in part, for any reason and that the same shall be deemed to be accepted by the Company only when it is signed by a duly authorized officer of the Company and delivered to the undersigned at the Closing referred to in Section 3 hereof. Subscriptions need not be accepted in the order received, and the Securities may be allocated among subscribers. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”).

3. The Closing. The closing of the purchase and sale of the Securities (the “Closing”) shall take place remotely by exchange of documents and signatures (or their electronic counterparts) on the date of the Company’s acceptance of this Subscription Agreement, or at such other time and place as the Company may designate by notice to the undersigned.

4. Payment for Securities. Payment for the Securities shall be received by the Company from the undersigned by wire transfer of immediately available funds or other means approved by the Company at or prior to the Closing, in the amount as set forth in Appendix A hereto.

5. Representations and Warranties of the Company. As of the Closing, the Company represents and warrants that: 

(a) The Company has been duly organized and is validly existing under the laws of Delaware, with full power and authority to conduct its business as it is currently being conducted and to own its assets; and has secured any authorizations, approvals, permits and orders required by law for the conduct by the Company of its business as it is currently being conducted.

(b) The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Subscription Agreement, will be validly issued, fully paid and nonassessable.

6. Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company that:

(a) General.

(i) The undersigned has all requisite authority (and in the case of an individual, the capacity) to purchase the Securities, enter into this Subscription Agreement and to perform all the obligations required to be performed by the undersigned hereunder, and such purchase will not contravene any law, rule, or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned.

(ii) The undersigned is a resident of the state set forth on the signature page hereto and is not acquiring the Securities as a nominee or agent or otherwise for any other person.

(iii) The undersigned will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned purchases or sells Securities and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases or sales, and the Company shall have no responsibility therefor.

(b) Information Concerning the Company.

(i) The undersigned has received sufficient information to evaluate the investment in the Securities, including but not limited to a copy of the Company’s Operating Agreement dated as of April 21, 2025.

(ii) The undersigned understands and accepts that the purchase of the Securities involves various risks. The undersigned represents that it is able to bear any loss associated with an investment in the Securities.

(iii) The undersigned confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment or tax advice or as a recommendation to purchase the Securities. It is understood that information and explanations related to the terms and conditions of the Securities provided by the Company or any of its affiliates shall not be considered investment or tax advice or a recommendation to purchase the Securities, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Securities. The undersigned acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the Securities for purposes of determining the undersigned’s authority to invest in the Securities.

(iv) The undersigned is familiar with the business and financial condition and operations of the Company. The undersigned has had access to such information concerning the Company and the Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Securities.

(v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.

(vi) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect, and the Company shall return the previously paid subscription price of the Securities, without interest thereon, to the undersigned.

(vii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of this investment.

(c) Non-Reliance.

(i) The undersigned represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of the Company, as investment advice or as a recommendation to purchase the Securities, it being understood that information and explanations related to the terms and conditions of the Securities shall not be considered investment advice or a recommendation to purchase the Securities.

(ii) The undersigned confirms that the Company has not (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities or (B) made any representation to the undersigned regarding the legality of an investment in the Securities under applicable legal investment or similar laws or regulations. In deciding to purchase the Securities, the undersigned is not relying on the advice or recommendations of the Company and the undersigned has made its own independent decision that the investment in the Securities is suitable and appropriate for the undersigned.

(d) Status of Undersigned.

(i) The undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Securities. With the assistance of the undersigned’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting, and financial evaluation of the merits and risks of an investment in the Securities and the consequences of this Subscription Agreement. The undersigned has considered the suitability of the Securities as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Securities, and it is authorized to invest in the Securities.

(ii) The undersigned is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The undersigned agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities. The undersigned acknowledges that the undersigned has completed the Investor Questionnaire contained in Appendix B and that the information contained therein is complete and accurate as of the date thereof and is hereby affirmed as of the date hereof. Any information that has been furnished or that will be furnished by the undersigned to evidence its status as an accredited investor is accurate and complete, and does not contain any misrepresentation or material omission.

(e) Restrictions on Transfer or Sale of Securities.

(i) The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities. The undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Subscription Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

(ii) The undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the undersigned understands that the Company has no obligation or intention to register any of the Securities or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities,” subject to the same limitations that apply to the Securities in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time.

(iii) The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer, or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all applicable State Securities Laws, or the transaction is exempt from the registration provisions of the Securities Act and all applicable requirements of State Securities Laws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates shall not be required to give effect to any purported transfer of such Securities, except upon compliance with the foregoing restrictions.

(iv) The undersigned acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

7. Conditions to Obligations of the Undersigned and the Company. The obligations of the undersigned to purchase and pay for the Securities specified in Appendix A and of the Company to sell those Securities, are subject to the satisfaction at or prior to the Closing of the following conditions precedent: the representations and warranties of the Company contained in Section 5 hereof and of the undersigned contained in Section 6 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made on and as of the Closing.

8. Obligations Irrevocable. The obligations of the undersigned shall be irrevocable.

9. Legend. To the extent the Securities are represented by certificates, such certificates will be imprinted with a legend in substantially the following form:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”

10. Waiver, Amendment. Neither this Subscription Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

11. Assignability. Neither this Subscription Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or the undersigned without the prior written consent of the other party, and any attempted assignment without such prior written consent shall be void.

12. Waiver of Jury Trial. THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT.

13. Submission to Jurisdiction. With respect to any suit, action, or proceeding relating to any offers, purchases, or sales of the Securities by the undersigned (“Proceedings”), the undersigned irrevocably submits to the jurisdiction of the federal and state courts located in the State of Delaware, which submission shall be exclusive, unless none of such courts has lawful jurisdiction over such Proceedings.

14. Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

15. Section and Other Headings. The section and other headings contained in this Subscription Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Subscription Agreement.

16. Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

17. Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party shall have specified by notice in writing to the other):

18. Binding Effect. The provisions of this Subscription Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

19. Survival. All representations, warranties and covenants contained in this Subscription Agreement shall survive (i) the acceptance of the subscription by the Company and the Closing and (ii) the death or disability of the undersigned.

20. Notification of Changes. The undersigned hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the closing of the purchase of the Securities pursuant to this Subscription Agreement which would cause any representation, warranty, or covenant of the undersigned contained in this Subscription Agreement to be false or incorrect.

21. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of the date set forth below.

State/Country of Domicile or Formation: United Kingdom

Aggregate Subscription Amount: US $300,000.00

The offer to purchase Securities as set forth above is confirmed and accepted by the Company as to 49 Membership Interests as of April 21, 2025.

APPENDIX A

Consideration to be Delivered

APPENDIX B

Accredited Investor Questionnaire

APPENDIX C

JOINDER TO

OPERATING AGREEMENT

Exhibit 10.4

WORLD MOBILE LLC

Date: April 23, 2025

To: Cuentas Inc.

Re: Joint Venture LLC Agreement

Dear Arik,

This letter agreement (the “Agreement”) is to confirm certain terms and conditions of the World Mobile LLC Company Agreement (the “JV Agreement”) dated effective as of April 21, 2025 by and among Cuentas Inc. (“Cuentas”), World Mobile Group Ltd. (“WMG”) and World Mobile LLC (the “Company”), a Delaware limited liability company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the JV Agreement.

1. Advance of Partial Escrow Proceeds. As part of the consideration for WMG’s subscription of 49% of the membership interests in the Company, WMG shall authorize the release of $150,000 of the $300,000 of proceeds held in escrow (the “Escrow Proceeds”) to Cuentas on April 24, 2025 and the remaining Escrow Proceeds shall be held in escrow by AM Law LLC (the “Escrow Agent”) pursuant to the existing escrow agreement (the “Escrow Agreement”). The release of the Escrow Proceeds to Cuentas shall be contingent upon the assignment of that certain Reseller Master Services Agreement, dated April 6, 2022 by and between UVNV, Inc. d/b/a PLUM (“PLUM”) and Cuentas (the “PLUM Contract”) into the name of the Company in a manner satisfactory to WMG in its sole discretion. WMG shall have the right to inspect and approve the form and substance of the assignment agreement and any consents or approvals required from PLUM or any other third party.

2. Documents held in Escrow. The parties shall fully execute the JV Agreement, the Contribution Agreement and the Subscription Agreement (collectively, the “JV Documents”) and deliver their respective signatures to be held in escrow. The signatures shall not be in effect and shall not be released unless and until the PLUM Contract has been assigned as described above and WMG has given its written consent to the release.

3. Return of Advance. In the event that the PLUM Contract cannot be assigned for any reason within thirty (30) days of the date of this letter (or such longer period as WMG may agree in writing), Cuentas shall promptly, within two (2) business days, return the $150,000 advanced by WMG to WMG and the JV Documents shall be null and void and of no force and effect. In such case, the parties shall have no further obligations or liabilities to each other under the JV Documents or this letter, except for any obligations or liabilities that expressly survive the termination of the JV Documents or this letter.

4. Miscellaneous.

a. Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each of the Parties.

b. Entire Agreement. This Agreement and the agreements executed on or about the date constitute and contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties respecting the subject matter hereof.

c. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

d. Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.

e. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

f. Termination. Subject to the last sentence of this paragraph, the rights described herein shall terminate and be of no further force or effect upon such time as the PLUM contract is assigned and all Escrow Proceeds are released by WMG.

Please confirm your agreement to the terms and conditions of this letter by signing and returning a copy of this letter to us.

Exhibit 10.5

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND ARE THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

WORLD MOBILE LLC

Date: May 15, 2025

To: Cuentas Inc.

Re: Joint Venture LLC Agreement

Dear Arik,

This letter agreement (this “Letter Agreement”) is entered into by and between Cuentas Inc., a Florida corporation (“Cuentas”), and World Mobile Group Ltd., a company incorporated and registered in England and Wales (“WMG”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in (i) that certain Contribution Agreement, dated as of April 21, 2025, by and between Cuentas and World Mobile LLC (the “Contribution Agreement”) and (ii) the letter agreement dated April 23, 2025, among Cuentas, WMG and World Mobile LLC (the “April 23 Side Letter”).

1. Acknowledgment Regarding Plum Consent. Cuentas represents and warrants that UVNV, Inc. d/b/a PLUM (“Plum”) will not provide, and is not required to provide, a formal written consent to the assignment of that certain Reseller Master Services Agreement dated April 6, 2022, as amended to date (the “Plum Contract”) to World Mobile LLC.

2. Representation That Plum Consent Is Not Required. Cuentas represents and warrants to WMG that, under the express terms of the Plum Contract and applicable law, the prior consent of Plum is not required for Cuentas to assign all of its right, title and interest in and to the Plum Contract to World Mobile LLC. Cuentas further represents that no other third-party consent, approval or waiver is required for such assignment and that the assignment will be valid, in full force and effect and will not constitute a breach or default under the Plum Contract.

3. Delivery of Legal Opinion. Concurrently with the execution and delivery of this Letter Agreement, counsel to Cuentas, AM Law LLC, shall deliver to WMG the legal opinion attached hereto as Exhibit A (the “Opinion”). The Opinion shall opine, in form and substance reasonably satisfactory to WMG, that (a) the Plum Contract is presently in full force and effect, (b) the assignment of the Plum Contract to World Mobile LLC does not require Plum’s consent, and (c) such assignment will not result in a breach, default or termination right under the Plum Contract.

4. Assignment of the Plum Contract. Effective upon the date of this Letter Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cuentas hereby irrevocably assigns, transfers and conveys to World Mobile LLC all of Cuentas’s right, title and interest in, to and under the Plum Contract, together with all associated rights (including rights to indemnities, warranties and causes of action) and obligations thereunder as further provided in the Contribution Agreement. World Mobile LLC is hereby deemed to have assumed, and agrees to perform, all obligations of Cuentas arising under the Plum Contract from and after the date hereof. Cuentas shall execute and deliver such additional instruments and take such further actions as WMG or World Mobile LLC may reasonably request to evidence or perfect the foregoing assignment. Attached hereto as Exhibit B is that certain assignment agreement (the “Assignment Agreement) as of even date herewith which shall evidence such assignment of the Plum Contract from Cuentas to World Mobile LLC which Assignment agreement is in full force and effect as of the date hereof.

5. Noncontravention and Further Assurances. Cuentas represents and warrants to WMG that:

a. The execution, delivery, and performance of this Letter Agreement and the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both) contravene, conflict with, or result in any violation or breach of any provision of any contract, agreement, or instrument to which Cuentas is a party or by which any of its properties or assets are bound, including but not limited to the Plum Contract [***].

b. Cuentas shall provide all such further assurances, documents, and instruments, and take all such further actions, as WMG or World Mobile LLC may reasonably request to evidence or perfect the transactions contemplated by this Letter Agreement.

c. Cuentas shall not take any position, action, or make any statement, whether in negotiations, communications, or otherwise, with [***] Plum, or any other third party, that is inconsistent with the representations, warranties, and covenants made by Cuentas in this Letter Agreement or the Contribution Agreement.

6. Liens; No Impairment of Assignment. Cuentas acknowledges that certain liens have been filed with respect to its assets (collectively, the “Liens”). Cuentas represents and warrants to WMG that:

a. Except for the Liens, Cuentas has not granted and is not subject to any other lien, security interest, pledge or encumbrance affecting the Plum Contract or the assets comprising the Cuentas MVNO Business being assigned to World Mobile LLC pursuant to the JV Documents;

b. None of the Liens purport to, or in fact do, encumber or otherwise restrict the transfer or assignment of the Plum Contract, the Cuentas MVNO Business or any assets contributed to World Mobile LLC under the Contribution Agreement; and

c. The assignment effected by Section 4 of this Letter Agreement does not violate, conflict with, or constitute (with or without notice or lapse of time, or both) a default or event of default under any agreement evidencing a Lien.

7. Future Plum Contract Debt Obligations. As it relates to the Plum Contract, World Mobile LLC agrees that, in the event it plans to incur in excess of $50,000 in debt obligations under the Plum Contract, it shall obtain Cuentas’ consent prior to incurring such debt obligations.

8. Cuentas-related Brands.

a. Allocations and Distributions for Cuentas-Related Brands. Notwithstanding Article V of the Limited Liability Company Agreement of World Mobile LLC, effective as of April 21, 2025 (the “LLC Agreement”), as it relates to the Cuentas Mobile brand and the 1 brand mutually agreeable to WMG and Cuentas (the “Cuentas-related Brands”) pursuant to Section 11.03 of the LLC Agreement, the parties agree as follows:

i. Profit and Losses shall be allocated on a brand-by-brand basis, with the allocation of Profits and Losses for the Cuentas-related Brands allocated 85% to Cuentas and 15% to WMG;

ii. Distributions of Available Cash for the Cuentas-related Brands shall be made quarterly or as otherwise determined by the Managing Member, as follows: 85% to Cuentas and 15% to WMG; and

iii. Tax Distributions shall be allocated in proportion to the Members’ respective profit percentages on a brand-by-brand basis.

b. Brand Operations. The parties understand and agree that the Cuentas-related Brands and their financial operations, cashflow and profit and loss all run through World Mobile LLC. Each Cuentas-related Brand will execute such additional commercial agreements as are necessary to ensure such brand operates in compliance with the Plum Contract and the rights of World Mobile LLC and its Members (including Cuentas) thereunder.

9. Remedies and Liquidated Damages. If any representation, warranty or covenant set forth in this Letter Agreement (including any statement set forth in the Opinion) is materially untrue, incorrect or breached, or that certain Fourth Amendment to Plum Contract is not delivered within thirty (30) days hereof, on terms agreeable to WMG, then, in addition to any other right or remedy available at law or in equity, the following remedies shall automatically apply, without the need for further action by any party:

a. Repayment of Escrow Proceeds. Within two (2) business days, Cuentas shall repay in immediately available funds to WMG the entire amount of the Escrow Proceeds previously released to Cuentas, together with interest at ten percent (10%) per annum calculated from the date of initial release until the date of repayment.

b. Liquidated Damages. Cuentas shall pay to WMG, as liquidated damages (and not as a penalty), an additional amount equal to two hundred percent (200%) of the Escrow Proceeds. The parties acknowledge and agree that actual damages would be difficult to ascertain with certainty, that the foregoing liquidated damages are a reasonable estimate of anticipated or actual harm, and that such amount is intended to compensate WMG and World Mobile LLC, not to punish Cuentas.

c. Customer Ownership. All right, title and interest in and to the active, inactive and former subscribers and customers developed under the JV Documents (collectively, the “Customers”) shall automatically, and without further consideration, vest solely and exclusively in WMG, free and clear of any obligation to make any [***]-per-customer or other payment to Cuentas as provided in the JV Documents. Cuentas shall promptly deliver to WMG all Customer data, records, SIM inventories and related assets and shall take such actions as are reasonably requested by WMG to facilitate the orderly transition of the Customers.

d. Set-off. WMG and World Mobile LLC may, at their election, set off any amounts payable by Cuentas under this Section 6 against any amounts otherwise payable to Cuentas under the JV Documents (as defined in the April 23 Side Letter Agreement).

10. Fourth Amendment to Plum Contract; Return of Escrow Proceeds. Notwithstanding any of the foregoing, in the event that (i) that certain Fourth Amendment to Plum Contract is not executed and delivered to World Mobile LLC within thirty (30) days hereof on terms agreeable to WMG, or (ii) [***] referenced in the Fourth Amendment to Plum Contract, Cuentas shall promptly, within two (2) business days, return the $300,000 advanced by WMG to WMG and the JV Documents shall be null and void and of no force and effect. In such case, the parties shall have no further obligations or liabilities to each other under the JV Documents or this Letter Agreement, except for any obligations or liabilities that expressly survive the termination of the JV Documents or this Letter Agreement.

The remedies in these Sections 9 and 10 are cumulative and in addition to, and not in substitution for, any other rights or remedies available to WMG or World Mobile LLC.

11. Miscellaneous.

a. Amendments; Waivers. Any term of this Letter Agreement may be amended and the observance of any term of this Letter Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each of the Parties.

b. Entire Agreement. This Letter Agreement and the agreements executed on or about the date constitute and contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties respecting the subject matter hereof.

c. Severability. If one or more provisions of this Letter Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Letter Agreement, (ii) the balance of this Letter Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Letter Agreement shall be enforceable in accordance with its terms.

d. Governing Law. The validity, interpretation, construction and performance of this Letter Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.

e. Counterparts. This Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

f. Full Force and Effect. Except as expressly modified hereby, the April 23 Side Letter Agreement, the Contribution Agreement and the other JV Documents remain in full force and effect. In the event of any conflict between this Letter Agreement and the April 23 Side Letter Agreement, this Letter Agreement shall control

Please confirm your agreement to the terms and conditions of this Letter Agreement by signing and returning a copy of this Letter Agreement to us.

Exhibit A

Legal Opinion of AM Law LLC

Exhibit B

Assignment Agreement

Exhibit 10.6

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”) dated as of May 22, 2025 (the “Effective Date”), is entered into by and between CUENTAS, INC., a Florida corporation (“Seller”) and BROOKSVILLE FL PARTNERS, LLC, a Florida limited liability company (“Buyer”) (Seller and Buyer, collectively, the “Parties” and individually a “Party”).

RECITALS

WHEREAS, Seller owns a 63.9% Class B Membership Interest in Brooksville Development Partners, LLC, a Florida limited liability company (the “Company”); and

WHEREAS, Buyer owns a 7.1% Class B Membership Interest in the Company; and

WHEREAS, Seller wishes to sell, convey and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s ownership interest, including its right, title and interest in any consideration, including but not limited to, all capital contributions, capital accounts, revenues, income, profits, losses, distributions and other rights related to Seller’s ownership interest in the Company (collectively, the “Membership Interest”); and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

1.01 Recitals. The Recitals set forth above are incorporated into and made part of this Agreement.

1.02 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Membership Interest, free and clear of all encumbrances for the Purchase Price.

1.03 Purchase Price. The aggregate purchase price for the Membership Interest shall be Eight Hundred Thousand and No/100 Dollars ($800,000.00) (the “Purchase Price”), and it shall constitute the full and final payment of any and all consideration, including but not limited to, all capital, revenues, income, profits, losses, distributions and other rights arising out of the Membership Interest.

1.04 Payment of Purchase Price and Closing.

(a) On the Effective Date, Buyer shall wire transfer in immediately available funds to Settlementcorp, 5301 Wisconsin Avenue, N.W., #310, Washington, D.C., as escrowee (the “Escrowee”) the Purchase Price; and

(b) On the Effective Date, Seller shall deliver to the Escrowee:

(i) the Assignment of Membership Interest executed by Seller, transferring the entire Membership Interest (including capital contributions and capital accounts of Seller) to Buyer free and clear of all encumbrances, in the form of Exhibit “A”.

1.05 Taxes. Seller shall bear any personal state and federal income taxes with respect to the sale of the Membership Interest. The Parties have agreed that there will be no taxes withheld from the payment of the Purchase Price, and Seller shall be responsible for the payment of any and all Taxes attributable to the sale of the Seller’s Membership Interest. Seller, on behalf of itself and the Seller Related Persons agrees to indemnify and hold harmless the Buyer and the Buyer Related Parties from any and all Taxes, interest and penalties that may be due and owing by Seller from the foregoing sale.

1.06 Escrow Fees and Disbursement. The Parties shall execute a strict joint order escrow with the Escrowee in the form of Exhibit “B” attached hereto. Upon the Effective Date, the parties will review the settlement agreements and the joint disbursement instructions to be signed by the Buyer and Seller in the form of Exhibit “C” (“Joint Disbursement Instructions”) signed by them, unless amended by Seller and Buyer, instructing the Escrowee to disburse the Purchase Price as directed. If the Buyer, at its sole and absolute discretion for any reason or no reason decides not to sign the Joint Disbursement Instructions, then the Agreement shall terminate and the Escrowee shall promptly return the Purchase Price to the Buyer.

1.07 Closing Date. The Closing shall occur when the Escrow Agent distributes the Purchase Price in strict accordance with the written instructions signed by the Buyer and Seller in the form of Exhibit C and transfers the assignment of interest from escrow to the Buyer. The Closing Date must occur no later than 3 p.m. Friday, May 23, 2025 (the “Closing Date”). In the event the Closing has not occurred on or before the Closing Date, either party shall have the right to terminate this Agreement and provide written notice to the escrow agent to refund the Purchase Price being held by Escrowee to the Buyer.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that the statements contained in this Article II are true and correct as of the date of this Agreement.

2.01 Due Execution and Delivery; Enforceability. This Agreement has been duly executed and delivered by Seller, that Seller is fully authorized with Board approval to enter into this Agreement, and (assuming due execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

2.02 Membership Interest. Except for the pending Charging Motion in the 1800 Diagonal lawsuit and the UCC1 filed by Eadvantage, Seller’s Membership Interest in the Company is free and clear of all encumbrances caused by the Seller. Both of these creditors will be paid in full their agreed settlement amount directly by the escrow agent. There are no voting trusts, pledges, member agreements, proxies or other documents executed by the Seller in effect with respect to the voting or transfer of the Membership Interest or any portion thereof.

2.03 Legal Proceedings. There are no Actions pending or, to Seller’s knowledge, threatened against or by Seller, or any affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

2.04 No Conflicts; Consents. The consummation of the transactions contemplated by this Agreement, do not and will not conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Seller.

2.05 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other transaction documents based upon arrangements made by or on behalf of Seller.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this Article III are true and correct as of the date of this Agreement and thereafter.

3.01 Due Execution and Delivery; Enforceability. This Agreement has been duly executed and delivered by Buyer, that Buyer is fully authorized to enter into this Agreement; and (assuming due execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

3.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other transaction documents to which Buyer is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of incorporation, by-laws or other organizational documents of the Buyer; (b) conflict with or result in a violation or breach of any provision of any law or governmental order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any contract to which Buyer is a party or by which Buyer is bound or to which any of its respective properties and assets are subject. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any governmental authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other transaction documents and the consummation of the transactions contemplated hereby and thereby.

3.03 Legal Proceedings. There are no Actions pending or threatened against or by Buyer or any affiliate of Buyer that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

3.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other transaction documents based upon arrangements made by or on behalf of Buyer.

ARTICLE IV

POSTCLOSING OBLIGATION OF BUYER REGARDING SATISFACTIONS OF THE LAWSUITS

The Seller shall follow up with each of the creditors whose claims are being paid directly by the Escrowee to ensure that each has filed a satisfaction of judgment or UCC1 release, as the case may be and the dismissal with prejudice of any pending lawsuit and that such filings appear as of record.

ARTICLE V

COVENANTS

5.01 Non-Disclosure. Seller and Buyer shall, and shall cause its affiliates and each of their representatives, successors and assigns to, hold in confidence all Confidential Information and this Agreement, and shall not use any such confidential onformation for any purpose; provided, that the each Party shall be permitted to disclose this Agreement to its attorneys, accountants, managers, members, and advisors, so long as such advisors are charged with an obligation of confidentiality and such advisors are responsible for any breach of the provisions of this Section 5.01. Each Party shall, and shall cause its affiliates and their representatives and respective successors and assigns to, take commercially reasonable steps to safeguard the Confidential Information and this Agreement and protect it against improper disclosure, misuse or theft. If any Party, or any of its affiliates, representatives or successors or assigns, is compelled to disclose any of the Confidential Information or the terms of this Agreement by judicial or administrative process or as required by Law, the person compelled to, or whose affiliate or representative or successor or assign is compelled to, disclose such Confidential Information (a) shall promptly notify the other Parties in writing, (b) shall disclose only that portion of such Confidential Information or this Agreement which such person is advised by its counsel is legally required to be disclosed and (c) shall assist the other party, as reasonably requested by, and at the sole expense of, the other Party, in obtaining an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such Confidential Information and this Agreement. Nothing in this Section 5.01 shall be construed to prevent a Party from enforcing any right under this Agreement in public litigation, including but not limited to by filing this Agreement as part of a public court record.

5.02 Release by Seller.

(a) Effective upon the disbursement of the Escrowed Funds and delivery of the Assignment of Membership Interest to Buyer, Seller, on behalf of itself and its affiliates, representatives, agents, legal successors and assigns (collectively, the “Seller Related Persons” and individually, a “Seller Related Person”), hereby absolutely, unconditionally and irrevocably releases and discharges, fully, finally and forever, the Buyer, including Alex Zdanov and their respective members, shareholders, employees, managers, partners, directors, officers, agents, attorneys, and their representatives and their respective heirs, successors and assigns of each of the foregoing (collectively, the “Buyer Released Parties” and individually, a “Buyer Released Party”) from any and all claims, demands, rights, causes of action, proceedings, orders, remedies, obligations and Losses of whatever kind or character arising as a result of any event, circumstance, or condition, or action or inaction of the Buyer Released Parties, from the beginning of time through the Closing Date, whether known or unknown, absolute or contingent, both at Law and in equity, which such Seller Related Person ever had, now has, or ever may have, against any Buyer Released Party, including, without limitation, in such Seller Related Person’s capacity as an equity holder, investor, manager, member, director, officer or employee of the Companies and pursuant to any contract or agreement between such Seller Related Person and a Buyer Released Party (as to each Seller Related Person, such Seller Related Person’s “Seller Related Persons Claims”); provided, however, that Seller Related Person Claims shall not include any claims related to or arising out of this Agreement or any other transaction documents or any of the transactions contemplated hereby or thereby, or the rights or claims of any member of the Companies other than Seller. In addition, from and after the Closing Date, Seller releases and waives any of its rights or claims in and to the Membership Interest, including any membership interests, shareholder interests, capital accounts, capital contributions, profits interests, carried interests, rights to distributions and dividends, in the Company.

5.03 Release by Buyer.

(a) Effective as of the Closing Date, Buyer, on behalf of itself and its affiliates, representatives, legal successors and assigns (collectively, the “Buyer Related Persons” and individually, a “Buyer Related Person”), hereby absolutely, unconditionally and irrevocably releases and discharges, fully, finally and forever, Seller and its investors, members, employees, managers, partners, directors, officers, agents, attorneys, and their representatives, and their respective heirs, successors and assigns of each of the foregoing (collectively, the “Seller Released Parties” and individually, a “Seller Released Party”) from any and all claims, demands, rights, causes of action, proceedings, orders, remedies, obligations, taxes and losses of whatever kind or character arising as a result of any event, circumstance, or condition, or action or inaction of the Seller Released Parties, from the beginning of time through the Closing Date, whether known or unknown, absolute or contingent, both at Law and in equity, which such Buyer Related Person ever had, now has, or ever may have, against any Seller Released Party, including, without limitation, in such Buyer Related Person’s capacity as an equity holder, investor, manager, member, director, officer or employee of the Companies and pursuant to any contract or agreement between such Buyer Related Person and a Seller Released Party (as to each Buyer Related Person, such Buyer Related Person’s “Buyer Related Person Claims”); provided, however, that Buyer Related Person Claims shall not include any claims related to or arising out of this Agreement or any other transaction documents or any of the transactions contemplated hereby or thereby.

5.04 Public Announcements; Non-Disparagement. Unless otherwise required by applicable Law or the Lawsuit, no Party to this Agreement shall make any public announcements or engage in any communications of any kind in respect of this Agreement or the transactions contemplated hereby except as to their respective managers, members, officers, directors and shareholders or otherwise communicate with any third parties or the news media without the prior written consent of the other Party. No Party shall make, or cause to be made, any statement, observation or opinion or communicate any information (whether oral or written), that disparages or may in any way harm the reputation or business of any other Party, the Company or any Affiliate of the Company or any of their respective managers, members, directors, officers or equity holders. Notwithstanding anything to the contrary in this Section 5.04, the Parties shall not be prohibited by this Section 5.04 from making any statement or argument in the course of litigation or arbitration, including but not limited to an Action to enforce the terms of this Agreement.

ARTICLE VI
TAX MATTERS

6.01 Tax Covenants.

(a) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other transaction documents (including any real property transfer tax and any other similar Tax) shall be borne by Seller and shall be paid when due. The Parties shall timely file any Tax return or other document with respect to such Taxes or fees (and the Parties shall cooperate with respect thereto as necessary).

(b) Buyer shall cause the Company’s regularly employed accountant to prepare, all Tax returns required to be filed by the Company after the Closing Date with respect to a Pre-Closing Tax Period. Any such tax return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election, allocation method, or any accounting method and shall be submitted by Buyer to Seller at least ten (10) days prior to the due date (including extensions) of such Tax return. The Company’s reporting of income and losses, and allocations to their members has been, and will be, consistent with the economic effects, membership percentage ownerships, past practices and the Companies operating agreements. No special allocations shall be made. Each party shall be responsible for any taxes imposed on such Party from the foregoing transactions

6.02 Cooperation and Exchange of Information. Buyer shall provide Seller such cooperation and information as Seller reasonably may request of the other in filing any tax return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant tax returns or portions thereof, together with accompanying schedules. Buyer and the Company shall retain all Tax returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the date of this Agreement until the expiration of the statute of limitations of the taxable periods to which such Tax returns and other documents relate, without regard to extensions except to the extent notified by the other Party in writing of such extensions for the respective Tax periods.

6.03 K-1’s. Prior to the date hereof, Buyer caused the Company to provide Seller with all final 2024 K-1’s related to the Company and Seller. The final K-1’s provided to Seller by Company and Buyer shall not be amended for any reason. Buyer represents to Seller that the final 2024 K-1’s will be prepared in a manner consistent with past practice (unless otherwise required by law), and without a change of election, allocation method, any accounting method. The transaction set forth in this Agreement is a purchase and sale of membership interests, does not impact the tax reporting of the Company, and shall not be reflected on the 2025 K-1, except for the transfer of capital accounts and capital contributions from Seller to Buyer and that Seller’s K-1’s shall be marked final.

ARTICLE VII
INDEMNIFICATION

7.01 Survival. All covenants, agreements, representations and warranties contained in this Agreement shall survive the Closing indefinitely.

7.02 Indemnification by Seller. Seller shall indemnify and defend each of Buyer, Zdanov and their Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement.

7.03 Indemnification by Buyer. Buyer, shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in a certificate delivered by or on behalf of Buyer pursuant to this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement.

ARTICLE VIII

MISCELLANEOUS

8.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

8.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid; or (d) upon receipt by the addressee if sent by electronic mail including email. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.02):

8.03 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

8.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.05 Severability. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

8.06 Entire Agreement. This Agreement and the other transaction documents constitute the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other transaction documents and the Exhibits, the statements in the body of this Agreement will control.

8.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

8.08 No Third-party Beneficiaries. Except as provided in Article VII, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.09 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

8.10 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). Upon receipt of the Joint Payment Instructions (as defined in Exhibit C attached hereto) signed by both Seller and Buyer, Escrowee shall immediately wire transfer payments to the judgment creditors in accordance with the wire instructions provided in the Joint Payment Instructions. Seller shall have an ongoing duty to ensure that each judgment creditor files a satisfaction of judgment and/or UCC termination statement as applicable following receipt of their respective payments. The Parties acknowledge that the filing of satisfactions of judgment is not a condition to closing or disbursement of funds, but rather an ongoing post-closing obligation of Seller.

8.11 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. In the event a Party files an action in connection with a default hereunder, including an action for specific performance, the prevailing party shall be entitled to recover from the non-prevailing party all of the attorneys’ fees and costs incurred by the prevailing party in connection with such proceeding.

8.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission including docusign shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

8.13 Defined Terms. The following terms have the meanings specified or referred to below:

(a) “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, mediation, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

(b) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(c) “Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Miami, Florida, are authorized or required by Law to be closed for business.

(d) “Charging Motion” means (i) that pending motion filed by 1800 Diagonal for a charging order in the amount of $360,919.50 plus applicable interest arising out of the 1800 Lawsuit filed in in the United States District Court in the Southern District of Florida as Case 25-CV-21357.

(e) “Crosshair Media” means Crosshair Media Placement LLC, the plaintiff and holder of an unsatisfied judgment against Seller in the amount of $453,856.68 plus additional amounts as applicable in that certain lawsuit captioned Crosshair Media Placement LLC vs. Cuentas, Inc., Civil Action No. 3:22-CV-512-CHB, in the United States District Court for the Western District of Kentucky, Louisville Division.

(f) “Confidential Information” means all non-public and all proprietary information relating to Company, its business, investors, tenants, lenders, suppliers, service providers, property and assets, including each of the following: (a) all information concerning tenants of the Company, the rents charged by Company to its tenants and other information concerning the transactions of Company with its tenants and proposed tenants; (b) the rent rolls and projections of Company and its assets; (c) all financial information concerning the Company; (d) information concerning salaries or wages paid to, the work records of and other personnel information relative to all current and former employees of the Company; (e) information concerning the marketing programs or strategies of the Company; (f) all confidential information of third Persons which the Company is bound to keep confidential by applicable contracts or law; provided, the term “Confidential Information” shall not be deemed to include any information that (i) is or becomes a matter of general public knowledge through no fault of the Seller or any of its Affiliates, or (ii) is rightfully received by the Seller from a third party without violation of any duty of confidentiality or secrecy relating to the information so disclosed.

(g) “1800 Diagonal” means 1800 Diagonal Lending LLC.

(h) “Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

(i) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any governmental authority.

(j) “Lawsuits” mean (i) that certain lawsuit captioned, 1800 Diagonal Lending LLC vs. Cuentas, Inc. and known as Case No. 2025-02385-CA-01, in which a judgment in the amount of $360, 919.50, plus interest, has been entered against Seller, said case is currently pending in the United States District Court in the Southern District of Florida as Case 25-CV-21357-JEM and (ii) that certain lawsuit captioned, Crosshair Media Placement LLC vs. Cuentas, Inc., Civil Action No. 3:22-CV-512-CHB, in the United States District Court for the Western District of Kentucky, Louisville Division, in which a judgment in the amount of set forth subsection (e) above entered against Seller.

(k) “Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

(l) “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

(m) “Pre-Closing Tax Period” means any taxable period ending on or before the Effective Date and, with respect to any taxable period beginning before and ending after the Effective Date, the portion of such taxable period ending on and including the Effective Date.

(n) “Project” means that certain multi-family residential project to be developed by Company in Brooksville, Florida.

(o) “Representative” means, with respect to any Person, any and all directors, officers, employees, counsel, accountants and other agents of such Person.

(p) “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

(q) “Zdanov” means Alex Zdanov, a trustee of SAF Trust, the manager of Brooksville FL Partners LLC.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have duly executed this Membership Interest Purchase Agreement as of the date first written above.

EXHIBIT A

ASSIGNMENT OF MEMBERSHIP INTEREST

The undersigned, CUENTAS, INC. a Florida corporation (the “Seller”), hereby sells, assigns and transfers one hundred percent (100%) of the membership interests, including all rights, title and interest in any capital account, capital contributions, revenues, income, profits, losses, distributions and other rights (the “Membership Interest”) in BROOKSVILLE DEVELOPMENT PARTNERS, LLC, a Florida limited liability company ( the “Company”), owned by Seller, to BROOKSVILLE FL PARTNERS, LLC, a Florida limited liability company (“Buyer”). The Membership Interest purchased hereunder is in the name of Seller on the books and records of Company. Seller herewith and hereby irrevocably authorizes the manager of Company to transfer the Membership Interest on the books and records of Company to Buyer with full power of substitution.

Seller hereby indemnifies and holds Buyer harmless against any damages, losses, claims, disputes, costs and fees, including attorneys’ fees, incurred by Buyer arising out or relating to Buyer’s ownership of the Membership Interest prior to the date hereof, including any lien or encumbrance asserted by any creditor of the Buyer.

This instrument, to the extent signed and delivered by means of a facsimile machine, e- mail or other electronic transmission including docusign, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

Dated as of May     , 2025

EXHIBIT B

ESCROW AGREEMENT

2. PRELIMINARY STATEMENTS

A. Concurrently with the execution and delivery of this Escrow Agreement, Seller and Buyer have executed and delivered the Agreement. Under the terms of the Agreement, Seller has agreed to sell to Buyer its Membership Interest in Brooksville Development Partners LLC.

B. In consideration of the sale of the Membership Interest to Buyer, Buyer shall pay to Seller the sum of $800,000.00 (the “Purchase Price”) and Buyer shall deposit with Escrowee the sum of $800,000.00 to be held by Escrowee pursuant to the terms and provisions of this Escrow Agreement.

C. Pursuant to the terms of the Agreement, each party has the right to terminate the Agreement in the event the Closing does not occur on or before the Closing Date and Buyer shall be entitled to have the Purchase Price returned to Buyer.

3. DEPOSIT OF FUNDS

A. Concurrently herewith, (i) Buyer has deposited the Purchase Price with the Escrowee and (ii) Seller has deposited the Assignment of Membership Interest executed by Seller with the Escrowee, in accordance with the Agreement.

B. Escrowee has no authority to invest the funds or any portion thereof without the written direction of Buyer.

4. INSTRUCTIONS

A. Upon receipt of the Joint Disbursement Instructions in the form attached as Exhibit C to the Agreement executed both Buyer and Seller, Escrowee shall immediately wire transfer the Purchase Price in strict accordance with the parties’ directions as set forth in the Joint Disbursement Instructions and the wire transfer instructions attached thereto. In the event there are excess funds on deposit with Escrowee after payment of the settlement costs, then, Escrowee is authorized and directed to deliver the balance of the funds to Seller within one (1) business day thereafter. Upon disbursement of the Purchase Price, Escrowee shall immediately deliver by overnight carrier the Assignment of Membership Interest to Buyer or as directed by the Buyer. In the event Escrowee receives written notice from either the Buyer or Seller that either have elected to terminate the Agreement in the event the Closing Date did not occur by the Closing Date as set forth in section 1.07 of the Agreement, and such receipt of such notice the Escrowee shall forthwith return the Purchase Price to the Buyer..

B. Any party delivering a notice required or permitted hereunder shall simultaneously deliver copies of such notice to all parties listed in this Escrow Agreement. All notices required herein shall be either personally delivered, electronic transmission (including email), sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier and shall, in all instances, be deemed to have been received upon delivery thereof.

C. Intentionally Omitted.

D. In case Escrowee obeys or complies with any order, judgment or decree of any court with respect to the deposit of the Purchase Price, Escrowee shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this Escrow Agreement to which Escrowee is or may be at any time a party, Seller and Buyer agree to jointly and severally indemnify Escrowee from all costs and expenses, including attorneys’ fees, absent gross negligence or willful misconduct by Escrowee, and shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrowee and shall forthwith pay the same to Escrowee upon demand; provided, however, that in the event Escrowee is made a party to any suit or proceeding between Seller and Buyer, the prevailing party in such suit or proceeding shall have no liability for the payment of Escrowee’s costs, fees and expenses. This last provision will be settled between the Seller and Buyer once Escrowee has been made whole.

E. In no case shall the above mentioned deposits be surrendered except (i) in the manner specifically described in this Escrow Agreement; or (ii) in obedience to the process of order of a court as aforesaid.

F. The aggregate fee of $2,500 to be paid by Seller to the Escrowee shall be charged against the Purchase Price and deducted from excess funds that otherwise would be transferred to the Buyer and this fee covers any and all plus out of pocket costs for overnight deliveries, copies, and wire fees.

G. Except as to deposits of funds for which Escrowee has received express written direction from Buyer (or Buyer’s Counsel) concerning investment or other handling, the parties hereto agree that the Escrowee shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that Escrowee may commingle such deposits with other deposits or with its own funds in the manner provided for the administration of funds under applicable law and may not use any part or all such funds for its own benefit. Nothing herein shall diminish Escrowee’s obligation to apply the full amount of the deposits in accordance with the terms of this Escrow Agreement.

H. Any order, judgment or decree requiring the Escrowee to disburse the Purchase Price shall not be binding upon Buyer or Seller as to the ultimate disposition of the Purchase Price unless and until a final, non-appealable order, judgment or decree is entered by a court having jurisdiction thereof.

I. This Escrow Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

K. This Escrow Agreement may be executed in multiple counterparts and if taken together shall constitute a fully executed instrument.

Exhibit 10.7

JOINT PERSONAL GUARANTY

This Joint Personal Guaranty (“Guaranty”) is made as of the date below by Michael De Prado, an individual residing at 235 Lincoln Rd, Suite 210, Miami Beach, FL 33139, and Arik Maimon, an individual residing at 235 Lincoln Rd, Suite 210, Miami Beach, FL 33139 (individually and collectively, the “Guarantors”), in favor of Crosshair Media Placement, LLC, a Kentucky limited liability company (“Creditor”).

1. Recitals.

WHEREAS, pursuant to an Agreed Judgment entered on or about October 20, 2024, in the United States District Court for the Western District of Kentucky, Civil Action No. 3:22-CV-512-CHB, Cuentas, Inc. (“Debtor”) is indebted to Creditor in the amount of $453,856.68, plus interest and attorney’s fees, with full payment due on or before November 7, 2024;

WHEREAS, Guarantors are the President (Michael De Prado) and Chief Executive Officer (Arik Maimon) of Cuentas, Inc. and have a direct interest in ensuring satisfaction of said indebtedness;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Guarantors agree as follows:

2. Guaranty.

Guarantors hereby jointly and severally, irrevocably and unconditionally guarantee to Creditor the full and timely payment of all amounts owed by Debtor as set forth in the Agreed Judgment, including principal, interest, attorney’s fees, costs of collection, and any extensions or renewals thereof. This Guaranty is one of payment, not merely of collection.

3. Waivers.

Each Guarantor hereby waives:

- Notice of acceptance of this Guaranty;

- Notice of nonpayment, default, or dishonor;

- Presentment, demand, protest, and any other notices whatsoever;

- Any right to require Creditor to proceed first against Debtor before proceeding against Guarantors.

4. Continuing Guaranty.

This Guaranty shall remain in full force and effect until the indebtedness under the Agreed Judgment has been paid in full and the obligations of Cuentas, Inc. fully satisfied.

5. Governing Law.

This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to conflict of laws principles and each Guarantor consents to personal jurisdiction of the district court where the final judgment was obtained and to venue in that district

6. Binding Effect.

This Guaranty shall be binding upon the Guarantors, their heirs, successors, and assigns, and shall inure to the benefit of the Creditor and its successors and assigns.

IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of this 13th day of May, 2025.

Exhibit 10.8

SETTLEMENT AGREEMENT

This Settlement Agreement and Mutual Release (the “Agreement”) is entered into as of the 14111 day of May, 2025 (“effective date”) by and between 1800 Diagonal Lending, LLC, a Virginia limited liability company, with its principal place of business at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Judgment Debtor”); and Cuentas, Inc., a Florida corporation, with its principal place of business at 235 Lincoln Rd., Suite 210, Miami Beach, FL 33139 (the “Judgment Debtor”).

WHEREAS, a Judgment was entered in the Fairfax Circuit Court, Commonwealth of Virginia, on December 13, 2024 in the case of 1800 Diagonal Lending, LLC v. Cuentas Inc. under Civil Action No. CL-2024-0012139 (the “Judgment”), in the amount of $360,919.50 plus default interest at the rate of 22% per annum from June 29,2024 until paid in full together with costs and attorneys’ fees in the sum of$12,227.79; and

WHEREAS, an abstract of Judgment (Exemplified Judgment) was thereafter filed in the Office of the Clerk of the County of Dade, State of Florida, on February 14,2025, the domicile of Cuentas; and

WHEREAS, Judgment Creditor and Judgment Debtor now desire to resolve all disputes and fully and finally settle the Litigation under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is acknowledged, the Parties agree as follows:

1. Settlement Amount

1.1. Judgment Debtor agrees to pay to Judgment Creditor the sum of One Hundred Twelve Thousand Five Hundred Dollars ($112,500.00) (the “Settlement Payment”), to be received by Judgment Creditor on or before 4:00p.m. (EST) on Thursday, May 15, 2025 (the “Deadline”).

1.2. The Settlement Payment is to be forwarded to Judgment Creditor by wire transfer utilizing the following wiring instructions:

2. Forbearance That during the period commencing upon the effective date of this agreement, provided that both parties execute this agreement, the Judgment Debtor agrees to forbear from taking any steps to enforce its rights pursuant to the Judgment or Abstract of Judgment filed in the appropriate jurisdictions until the Deadline to afford the Judgment Debtor the opportunity to remit the Settlement Payment as agreed. Should the Judgment Debtor fail to make payment, and the Judgment Creditor fail to receive the Settlement Payment by the Deadline, then and in that event, this Agreement shall be null aild void and of no further force and effect and this forbearance period shall be deemed to have expired and the Judgment Creditor is free to exercise any and all rights it has with respect to the Judgment, without fUJ1her notice to either party.

3. Satisfaction of Judgment. Within seven (7) business days following Judgment Debtor’s receipt of the Settlement Payment, Judgment Debtor shall cause to be filed Satisfactions of Judgment both in the Commonwealth of Virginia and in the State of Florida removing those Judgments as of record. The Judgment as entered is as a result of certain Promissory Notes executed by Cuentas in favor of 1800 which Notes were merged in the Judgment. By virtue of the Satisfactions to be filed, the Notes are deemed to have been cancelled and of no further force and effect.

4. Mutual General Releases

4.1 Release by Judgment Creditor: Upon receipt of the Settlement Payment, Judgment Creditor, on behalf of itself and its affiliates, successors, and assigns, irrevocably and unconditionally releases and forever discharges Judgment Debtor and its officers, directors, employees, agents, attorneys, and affiliates from any and all claims, debts, liabilities, actions, and causes of action, whether known or unknown, arising from or relating to the Notes and/or the Judgment.

4.2 Release by Judgment Debtor: Upon Judgment Creditor’s receipt of the Settlement Payment Judgment Debtor, on behalf of itself and its affiliates, successors, and assigns, irrevocably and unconditionally releases and forever discharges Judgment Creditor and its officers, directors, employees, agents, attorneys, and affiliates from any and all claims, debts, liabilities, actions, and causes of action, whether known or unknown, arising from or relating to the Notes and/or the Judgment.

5. Governing Law & Venue, This Agreement shall be governed by and construed in accordance with the laws of the Virgina without regard to conflict of law principles. Any disputes arising under this Agreement shall be brought exclusively in the state or federal courts located in Fairfax, Virginia.

6. Miscellaneous

6.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements and communications.

6.2 Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

6.3 Attorneys’ Fees: Each Party shall bear its own attorneys’ fees and costs incurred in connection with the Litigation and the negotiation of this Agreement.

6.4 Binding Effect: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

6.5 Signatures: Facsimile and PDF signatures shall be deemed to be originals for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

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Exhibit 10.9

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (“Agreement”) is made and entered into as of the 22^nd day of May, 2025, by and between:

Alexandra Calicchio, an individual residing at 6356 Esprit Way, Boynton Beach, FL 33437 (hereinafter referred to as “Plaintiff”),

and

Cuentas Inc., a Florida corporation with its principal place of business at 235 Lincoln Rd, Suite 210, Miami Beach, FL 33139 (hereinafter referred to as “Defendant”).

RECITALS

WHEREAS, a judgment was entered in favor of Plaintiff and against Defendant in the amount of Sixty-Five Thousand Dollars ($65,000.00) which has increased to approx. $74,750 including legal fees and interest, in a legal matter previously adjudicated in the courts of the State of Florida (the “Judgment”); The judgment and this settlement agreement refer to the CIRCUIT COURT OF THE ELEVENTH JUDICAL CIRCUIT OF THE STATE OF FLORIDA, IN AND FOR MIAMI-DADE COUNTY CIRCUIT CIVIL DIVISION, CASE NO: 23-CA-2134

WHEREAS, the parties now wish to resolve all disputes and claims between them relating to the Judgment through a reduced final settlement without further litigation or proceedings;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Settlement Payment

Defendant agrees to pay Plaintiff the total sum of Twenty-Eight Thousand Dollars ($28,000.00) (the “Settlement Amount”) in full and final settlement of any and all claims related to the Judgment.

2. Payment Terms and Conditional Effectiveness:

The Settlement Amount of $28,000 shall be paid in full to Plaintiff by Friday, May 23, 2025 via wire transfer, using the instructions provided herein. This Agreement shall become effective only upon the confirmed by Plaintiff of receipt of the full Settlement Amount. If payment is not received in full within the specified time period, this Agreement shall be deemed null and void, and Plaintiff reserves all rights to pursue the full judgment amount, including applicable interest and legal remedies available under the law. 

3. Release of Liability

Upon receipt of the Settlement Amount, Plaintiff does hereby fully and unconditionally release, acquit, and forever discharge Defendant, including its officers, directors, employees, successors, and assigns, from any and all claims, liabilities, causes of action, obligations, and demands of any kind, whether known or unknown, arising out of or related to the Judgment and the underlying legal matter.

Defendant similarly releases Plaintiff from any and all claims, liabilities, or obligations arising out of the same matter.

4. No Admission of Liability

This Agreement constitutes a compromise and settlement of disputed claims and shall not be construed as an admission of liability or wrongdoing by any party.

5. Entire Agreement

This Agreement contains the entire understanding between the parties and supersedes all prior or contemporaneous agreements, negotiations, or understandings, whether oral or written.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida with jurisdiction in Miami-Dade County.

7. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

PLAINTIFF:
Alexandra Calicchio

Exhibit 10.10 

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (“Agreement”) is entered into as of the 22^nd day of May, 2025, by and between:

E ADVANCE SERVICES LLC, a New York limited liability company with an address at 370 Lexington Avenue, Suite 801, New York, NY 10017 (hereinafter, “Plaintiff”),

and

MEIMOUN & MAMMON, LLC, doing business as M&M TELECOM and TEL3.COM, and CUENTAS INC., a Florida corporation, including its wholly owned subsidiary, with a principal business address at 235 Lincoln Road, Suite 210, Miami Beach, FL 33139 (collectively, the “Defendants”).

RECITALS

WHEREAS, Plaintiff asserts that it is owed the final total amount of Ninety-Nine Thousand Dollars ($99,000.00) by Defendants in connection with a prior business relationship (the “Claim”);

WHEREAS, the parties desire to settle this Claim fully and finally, without further litigation or dispute;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Settlement Terms

As full and final settlement of the Claim, Defendants agree to provide Plaintiff with the following (the “Settlement Consideration”):

a. Sixty Thousand Dollars ($60,000.00) to be paid in full on or before Friday May 23, 2025

2. Mutual Release

Upon receipt of the Settlement Consideration:

a. Plaintiff hereby releases and forever discharges Defendants, including their affiliates, officers, directors, members, shareholders, employees, successors, and assigns, from any and all claims, demands, debts, obligations, liabilities, and causes of action of any kind, known or unknown, arising out of or related to the Claim and any related agreements, dealings, or communications.

b. Defendants similarly release Plaintiff from any and all claims, defenses, or liabilities arising out of or related to the same.

3. Cancellation of UCC Filings and Claims

All UCC-1 financing statements, liens, or other claims or encumbrances filed or asserted by Plaintiff against Defendants or their affiliates in connection with the Claim are hereby deemed fully satisfied, canceled, and released, effective upon the delivery of the Settlement Consideration.

Plaintiff agrees to file or authorize the filing of any UCC termination statements or other documentation reasonably necessary to reflect this release upon request.

4. Cancellation of Personal Guarantees

Any and all personal guarantees, declarations, or similar undertakings made or allegedly made by Mr. Michael De Prado and/or Mr. Shalom Arik Maimon in connection with the Claim are hereby declared fully canceled, null, and void, and of no further force or effect.

5. No Admission of Liability

This Agreement is a compromise of disputed claims and shall not be deemed or construed as an admission of liability or wrongdoing by any party.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.

7. Entire Agreement

This Agreement constitutes the full and complete understanding between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, representations, or understandings.

8. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by PDF shall be deemed binding.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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