Exhibit 10.11

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, CUENTAS, INC., a Florida corporation (hereinafter called the “Company” or the “Borrower”), hereby promises to pay to the order of World Mobile Group, Ltd., or assigns (the “Holder”) the principal sum of US$125,000.00 together with any interest as set forth herein, on September 30, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein with the written consent of the Holder which may be withheld for any reason or for no reason. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty percent (20%) per annum or (ii) the maximum amount allowed by law from the due date thereof until the same is paid (such lesser rate, the “Default Interest”). Interest shall commence accruing on the Issue Date and shall be computed on the basis of a 360-day year and the actual number of days elapsed.

All payments due hereunder (to the extent not converted into capital stock in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Convertible Note Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall also apply to this Note:

Article I. CONVERSION RIGHTS

1.1 Conversion Right. As used in this Note, “Common Stock” means the common stock of the Borrower, $0.001 par value per share. The Holder shall have the right from time to time, and at any time on or following the Issue Date and ending on the later of (i) payment in full upon the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) in respect of the remaining outstanding principal and interest amount of this Note, to convert all or any part of the outstanding and unpaid principal and interest amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or any other security of the Borrower, as applicable, subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61^st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any or all interest in cash plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

1.2 Conversion Price. Subject to the adjustments described herein, the conversion price (the “Conversion Price”) shall a price per share such equal to a nine percent (9%) equity ownership interest of the fully diluted capitalization of the Company; provided, that if the Borrower at any time issues any Common Stock upon issuance by the Company of additional shares, options, or warrants of any kind or nature, the Company shall issue to Holder additional shares in number sufficient to preserve and maintain Holder’s additional 9.0% equity ownership in the Company calculated on a fully diluted basis with such shares to be issued under the same terms set forth immediately above. If the shares of the Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 4.13.

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement in an amount of at least the Reserved Amount (as defined below). The Borrower is required at all times to have authorized and reserved one time (1x) the aggregate number of shares that is actually issuable upon full conversion of the Note, equal to 357,252 CUEN shares (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time as its calculation adjusts based on changes in such Conversion Price. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note (and to maintain the then Reserved Amount). The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

1.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time on or after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

(e) Obligation to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s or its Successor’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 11:59 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system.

(g) Rescindment of a Notice of Conversion.  If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Common Stock requested in the Notice of Conversion within two (2) business days from the date of receipt of the Note of Conversion, (iii) if the Holder provides standard and customary documentation, the Holder is unable to procure a legal opinion required to have the shares of the Common Stock issued unrestricted and/or deposited to sell for any reason related to the Borrower’s or its Successor’s standing, (iv) the Holder is unable to deposit the shares of the Common Stock requested in the Notice of Conversion for any reason related to the Borrower’s or its Successor’s standing, other than restrictions under Rule 144, (v) at any time after a missed Deadline, at the Holder’s sole discretion, or (vi) if the Common Stock trading is halted or stopped (or a trading restriction imposed) on its principal securities exchange or other securities market, in any case on the day of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion (“Rescindment”) with a “Notice of Rescindment.” For the avoidance of doubt, no delivery of a Notice of Rescindment shall be deemed to be a waiver of any failure to deliver shares under a Notice of Conversion, has such Notice of Rescindment not otherwise been delivered.

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Holder who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be reasonably accepted by the Borrower so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Borrower does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration (provided that such opinion is in a form standard and customary for transactions of such type), such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to the Note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor (or where it survives as a wholly-owned subsidiary of another entity) then: (i) the Note shall be immediately prepaid or repaid in full, including the full prepayment or payment penalty then due upon a prepayment or payment on such date, or (ii) the Note shall be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization. The surviving entity in any such transaction (including the new parent corporation in the case of a merger or share exchange where the Borrower becomes a wholly-owned subsidiary) shall be referred to as the “Successor”. The Borrower shall provide the Holder with written notice at least ten business days prior to the closing of a transaction described in this paragraph. Unless the Holder elects to decline the prepayment or payment described above in clause (i) in writing, such prepayment or payment shall be made no later than 48 hours after the closing of such transaction. The Borrower shall not, and hereby agrees that it will not, consummate any such transaction, unless (A) the Borrower first gives fifteen (15) days’ prior written notice of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, reorganization or other similar event or sale of assets (a “Change Notice”), (B) the Holder or Successor (in either case, with the prior written approval of all of their lenders having any right or ability to restrict or prohibit such payment) sets aside the prepayment or payment amount required by this paragraph and pays such amount to Holder upon such closing (unless Holder has elected in writing to decline such payment, and (C) if any amount remains unpaid this Note immediately after such closing, the Successor assumes all obligations under this Note (with appropriate adjustments to the conversion terms, as provided below in this Note) and thereafter is legally bound to perform such obligations as the Borrower thereafter, though the original Borrower shall also remain jointly and severally liable for all payment obligations under the Note (and in which case the Holder shall, upon request, be issued an updated Note and documentation evidencing such assumption, the new Borrower, the continued obligation of the original Borrower on a joint-and-several basis, and the adjusted conversion terms hereof).

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower, Successor or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives Holder a Change Notice (during which time the Holder shall be entitled to convert this Note) and (b) the resulting Successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b) and otherwise ensures that all terms are thereafter exercisable as before such transaction (including, for example, making necessary arrangements and instructions to its transfer agent of the sort previously made by Borrower), all pursuant to documentation reasonably acceptable to the Holder. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Reserved.

(e) Purchase Rights. If, at any time when the Note is issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

1.7 Reserved.

1.8 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10^th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.

1.9 Prepayment; Repayment at Maturity. Subject to the terms of this Note, with the prior written approval of the Holder (which consent may be withheld in its sole discretion) and provided that an Event of Default has not occurred under this Note, the Borrower may prepay the amounts outstanding hereunder, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay (or at or after the Maturity Date, repay) the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 100%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any.

1.10 Any notice of prepayment or payment hereunder (an “Optional Payment Notice”) shall be delivered to the Holder of the Note at its registered addresses by physical mail and shall state: (1) that the Borrower is exercising its right to prepay or pay the Note, and (2) the date of prepayment or payment which shall be not less than five (5) Trading Days and not more than ten (10) Trading Days from the date of the Optional Payment Notice; provided that no prepayment or payment hereunder shall be made without the prior written consent of the Holder. On the date fixed for prepayment or payment (the “Optional Payment Date”), the Borrower shall make payment of the applicable prepayment or payment amount to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower delivers an Optional Payment Notice and fails to pay the applicable prepayment or payment amount due to the Holder of the Note within two (2) business days following the Optional Payment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to Section 1.9. Notwithstanding the foregoing, subject to the beneficial ownership limitations set forth in Section 1.1, nothing in this Section 1.10 or in Section 1.9 shall be deemed to limit the ability of the Holder to convert any portion of this Note or submit a Notice of Conversion prior to any Optional Payment Date.

Article II. CERTAIN COVENANTS

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

2.3 Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors financial institutions or other lenders incurred in the ordinary course of business, or (c) borrowings in respect of indebtedness which is fully subordinated to the obligations of the Borrower and its Subsidiaries under the Transaction Documents (“Permitted Indebtedness”).

2.4 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets shall be conditioned on a specified use of the proceeds towards the repayment of this Note.

2.5 Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $100,000.

2.6 Preservation of Existence, etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

2.7 Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

Article III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise (including in the case of any mandatory prepayment or payment under Section 1.6(a)).

3.2 Conversion and the Shares. The Borrower (i) fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, after receipt of a standard and customary opinion from Holder’s or the Borrower’s or its Successor’s counsel (iii) directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iv) fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three days after the Holder shall have delivered a Notice of Conversion, (v) fails to remain current in its obligations to its transfer agent, (vi) causes a conversion of this Note to be delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent, (vii) fails to repay Holder, within forty eight (48) hours of a demand from the Holder, any amount of funds advanced by Holder to Borrower’s or its Successor’s transfer agent in order to process a conversion, (viii) fails to reserve sufficient amount of shares of common stock to satisfy the Reserved Amount at any time, (ix) causes its transfer agent to fail to accept an customary and standard Rule 144 opinion letter from counsel, covering the Holder’s resale into the public market of the respective conversion shares under this Note, within two (2) business days of the Holder’s submission of a Notice of Conversion to the Borrower (provided that the Holder must cause to be delivered an of counsel at the time that Holder submits the respective Notice of Conversion and the date of the respective Notice of Conversion must be on or after the date which is six (6) months after the date that the Holder funded the Purchase Price under this Note), and/or (x) an exemption under Rule 144 is unavailable for the Holder’s deposit into Holder’s brokerage account and resale into the public market of any of the conversion shares under this Note at any time after the date which is six (6) months after the date that the Holder funded the Purchase Price under this Note.

3.3 Reserved.

3.4 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note (or any other Note) or the Purchase Agreement and such breach continues for a period of at least five (5) days.

3.5 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.6 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors or commence proceedings for its dissolution, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed for the Borrower or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment.

3.7 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder.

3.8 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower, or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all under international, federal or state laws as applicable.

3.9 Delisting of Common Stock. The Borrower shall, once current in reporting and quotations resumed on OTC Markets, Inc., fail to maintain the listing or quotation of the Common Stock on at least one of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange, NYSE American, OTCQB or an equivalent replacement exchange and such failure to be listed or quoted on any such exchange continues for a period of at least five (5) days.

3.10 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act (including but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act and such failure continues for a period of at least five (5) days.

3.11 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.12 Cessation of Operations. Any material cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s or its Successor’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.13 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future), or any disposition or conveyance of any material asset of the Borrower and such failure continues for a period of at least five (5) days.

3.14 Financial Statement Restatement. The restatement of any financial statements pf the Borrower for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.15 Replacement of Transfer Agent. In the event that the Borrower replaces its transfer agent and fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower and such failure continues for a period of at least five (5) days.

3.16 Cessation of Trading. Any cessation of trading after the initial resumption of trading of the Common Stock on at least one of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange, NYSE American, OTCQB or an equivalent replacement exchange, and such cessation of trading shall continue for a period of ten (10) consecutive Trading Days.

3.17 Bid Price. At any time after the resumption of trading, the closing “bid” price for the Common Stock on its principal securities exchange or other securities market falls below $0.01 for a period of at least two (2) days.

3.18 Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s or its Successor’s transfer agent in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account.

Upon the occurrence of any Event of Default (i) the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to (A) 100% (the “Default Premium”) times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”), including the amount that would be required to be paid to prepay the Note on such date pursuant to Section 1.9, plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and (B) all other amounts payable hereunder, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and (ii) the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Notwithstanding the foregoing, upon any subsequent Event of Default following the first Event of Default hereunder that is not related to nor caused by the first Event of Default, the Holder shall be entitled to add an additional 5% to the Default Premium for each such subsequent Event of Default. Additionally, if the registration statement required to be filed pursuant to the terms of the Registration Rights Agreement has not been filed as of the occurrence of an Event of Default, the Borrower shall be required to file such registration statement by the date that is the earlier of (i) the Filing Deadline (as defined in the Registration Rights Agreement) and (ii) the date is 15 days following such Event of Default.

The Holder shall have the right at any time by written request, to require the Borrower to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock equal to the Default Amount divided by the Conversion Price then in effect, subject to the terms of this Note (including but not limited to any beneficial ownership limitations contained herein). This requirement by the Borrower shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its reasonable attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Article IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, electronic mail, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to the address provided in the Purchase Agreement.

If to the Holder, to the address provided in the Purchase Agreement.

Each party shall provide notice to the other party of any change in notice address.

4.3 Amendments. Any modifications, amendments or waivers of the provisions hereof shall be subject to Section 7(e) of the Purchase Agreement. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrowers and assigns, including any Successor, and shall inure to be the benefit of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

4.5 Cost of Collection. If an Event of Default shall have occurred, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower, its Successor and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower, its Successor and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.9 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s or its Successor’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under law.

4.10 Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that neither it nor its Successor will seek to claim or take advantage of any law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.

4.11 Remedies. The Borrower acknowledges that a breach by it or its Successor of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

4.12 Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

4.13 Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment or payment amount or Default Amount, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment or payment amount(s) (as the case may be), the Borrower, as applicable, or the Holder shall submit the disputed determinations or arithmetic calculations via electronic mail (i) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Borrower, as applicable, or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower, as applicable, are unable to agree upon such determination or calculation within two (2) Business Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower, as applicable, or the Holder, then the Borrower, as applicable, shall, within two (2) Business Days, submit via electronic mail (a) the disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower, as applicable, and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment or payment amount or Default Amount, to an independent, outside accountant selected by the Holder. The Borrower, as applicable, shall cause the investment bank or the accountant to perform the determinations or calculations and notify the Borrower, as applicable, and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error. The Borrower, as applicable, shall be responsible for the payment investment bank or the account for their services pursuant to the provisions of this Section 4.13.

4.14 Terms of Future Financings.  So long as this Note is outstanding, upon any issuance by the Borrower, as applicable, or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Borrower, as applicable, shall notify the Holder of such additional or more favorable term and at Holder’s option, the Borrower, as applicable, shall cause such additional or more favorable term to become a part of the transaction documents with the Holder (irrespective of whether Borrower provided the notification or not).  The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, a lesser conversion or exercise price, terms addressing anti-dilution protections, conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

4.15 Future Raises. The Borrower, as applicable, shall not consummate any capital raising transactions (including but not limited to from the issuance of debt and/or equity securities) during the initial ninety (90) days after the Issue Date without the consent of the Holder.

[signature page follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the date first above written.

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Cuentas, Inc., a Florida corporation] (the “Borrower”), according to the conditions of the convertible promissory note of the Borrower dated as of September 30, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

Name of DTC Prime Broker:

Account Number:

Name: ___________________

Address: ___________________

Date of Conversion: _____________

Applicable Conversion Price: $____________

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes: ______________

Amount of Principal Balance Due remaining

Under the Note after this conversion: ______________

Accrued and unpaid interest remaining: ______________

Exhibit 10.12

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement, dated as of September 30, 2025 (this “Agreement”), is entered into by and among Cuentas, Inc., a Florida corporation (the “Company”), and World Mobile Group Ltd. or its assigns (collectively, the “Lenders” and each a “Lender”).

WHEREAS, the parties wish to provide for the sale and issuance of a Note or Notes (as defined below) in return for the provision by the Lenders of such loans to the Company; and

WHEREAS, the parties intend for the Company to issue in return for such loans one or more Notes that are convertible into Shares of the Company’s capital stock or other consideration as set forth in the Notes.

NOW, THEREFORE, the parties hereto agree as follows:

1. Sale and Issuance of Notes.

1.1 The Notes. Each Lender agrees, on the terms of and subject to the conditions specified in this Agreement and the Notes, to lend to the Company the sum set forth below such Lender’s name on the signature page attached to this Agreement (the “Applicable Loan Amount”). With respect to each loan made by the Lenders hereunder and any other person or entity who becomes a Lender pursuant to Section 1.1(b) hereof, each Lender will receive a convertible promissory note from the Company in the form attached hereto as Exhibit A (each a “Note” and collectively the “Notes”). The equity securities into which the Notes are convertible are referred to as the “Shares.” The target aggregate principal amount of Notes to be issued pursuant to this Agreement shall be One Hundred and Twenty-Five Thousand Dollars ($125,000.00). For the avoidance of doubt, there is no minimum offering amount.

1.2 Closing; Delivery.

(a) Closing. The closing of the sale and purchase of the Notes (the “Closing”) will be held remotely via the parties’ exchange of documents and signatures on the date of this Agreement, or at such other time and place as the parties hereto shall mutually agree (the “Closing Date”).

(b) Delivery. At the Closing, each Lender purchasing Notes in such Closing shall execute and deliver the signature page to this Agreement, together with the Applicable Loan Amount, by check payable to the Company or by wire transfer to a bank account designated by the Company. Upon acceptance thereof by the Company, the Company shall deliver promptly to each Lender an executed Note dated as of the applicable Closing Date in the principal amount set forth below such Lender’s name on the signature page attached to this Agreement.

1.3 No Usury. This Agreement and each Note issued pursuant to the terms of this Agreement are hereby expressly limited so that in no event whatsoever, whether by reason of deferment or advancement of loan proceeds, acceleration of maturity of the loan evidenced hereby, or otherwise, shall the amount paid or agreed to be paid to the Lenders hereunder for the loan, use, forbearance or detention of money exceeds the maximum interest rate permitted by the laws of the State of Arizona. If at any time the performance of any provision hereof or any Note involves a payment exceeding the limit of the price that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal, it being the specific intent of the Company and the Lenders that all payments under this Agreement or any Note are to be credited first to interest as permitted by law, but not in excess of (a) the agreed rate of interest set forth in the Note or (b) that permitted by law, whichever is lesser, and the balance toward the reduction of principal. The provisions of this paragraph shall not be superseded or waived and shall control over every other provision of this Agreement and of any Note.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to each Lender that, except as set forth on the Disclosure Schedule attached as Exhibit C to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Section 2, and the disclosures in any section of the Disclosure Schedule shall qualify other sections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections.

2.1  Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2  Capitalization. 

(a) The authorized capital of the Company consists, immediately prior to the Initial Closing, of:

(i) 2,730,058 shares of common stock, $0.001 par value per share (the “Common Stock”), 2,730,058 shares of which are issued and outstanding immediately prior to the Initial Closing.

(ii) All of the outstanding shares of capital stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(b) The Company has reserved 183,077 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2021 and 2023 Share Incentive Plans duly adopted by the Board of Directors of the Company (the “Board of Directors”) and approved by the Company stockholders (the “Stock Plan”).

(c) Section 2.2(c) of the Disclosure Schedule sets forth the summary capitalization of the Company immediately following the Closing including the aggregate number of shares of, or issuable pursuant to, each of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock; (ii) outstanding stock options; (iii) shares of Common Stock reserved for future award grants under the Stock Plan; (iv) issued and outstanding Preferred Stock, by series; and (v) warrants or stock purchase rights, if any. Except for (A) the conversion privileges of the Shares to be issued under this Agreement, and (B) the securities and rights described in Section 2.2(b) of this Agreement and Section 2.2(c) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock. All outstanding shares of Common Stock and all shares of Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.

2.3  Authorization. All corporate action required to be taken by the Board of Directors and the Company’s stockholders in order to authorize the Company to enter into this Agreement, the Notes and the Irrevocable Transfer Agent Letter (the “Transaction Agreements”), and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally; or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

2.4  Litigation. Except as set forth on Schedule 2.4, there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Company’s knowledge, currently threatened (i) against the Company or any Officer or director of the Company arising out of their employment or Board of Directors relationship with the Company; (ii) to the Company’s knowledge, that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its Officers or directors is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of Officers or directors, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

2.5  Compliance with Other Instruments. Except as set forth on Schedule 2.5, the Company is not in violation or default (a) of any provisions of its Articles of Incorporation or Bylaws; (b) in any material respect of any instrument, judgment, order, writ or decree; (c) in any material respect under any note, indenture or mortgage; (d) in any material respect under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule; or (e) of any provision of any federal or state statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

2.6  Rights of Registration and Voting Rights. Except as set forth on Schedule 2.6, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

2.7  Tax Returns and Payments. Except as set forth on Schedule 2.7, there are no taxes due and payable by the Company that have not been timely paid and no material withholding taxes required to be withheld by the Company that have not been withheld and timely paid over to the appropriate governmental agency. There have been no examinations or audits with respect to any taxes or tax returns of the Company, by any applicable federal, state, county, local or foreign governmental agency, and the Company has not received written notice of an intent to commence any such examination or audit that remains outstanding. The Company has duly and timely filed all income or other material tax returns required to have been filed by it, and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

2.8  Permits. Except as set forth on Schedule 2.8, the Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

2.9  Corporate Documents. Except as set forth on Schedule 2.9, the Articles of Incorporation and Bylaws of the Company as of the date of this Agreement are in the form made available to the Lenders. The copy of the minute books of the Company made available to the Lenders contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders.

2.10    Disclosure. The Company has made available to the Lenders all the information that the Lenders have requested for deciding whether to acquire the Shares. No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to Lenders at the Closing contains any untrue statement of a material fact or, to the Company’s knowledge, omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

3. Representations and Warranties of the Lenders. In connection with the transactions provided for herein, each Lender, severally and not jointly, hereby represents and warrants to the Company as follows:

3.1 Binding Obligation. Each of this Agreement and the Note issued to the Lender is a valid, binding and enforceable obligation of such Lender.

3.2 Investment Experience. Such Lender is an “accredited investor” within the meaning of Regulation D prescribed by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “1933 Act”). In addition, such Lender is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Note and the Shares.

3.3 Investment Intent; Restricted Securities. Such Lender is acquiring the Note and the Shares for investment for such Lender’s own account and not with a view to, or for resale in connection with, any distribution thereof. Such Lender understands that neither the Note nor the Shares has been registered under the 1933 Act by reason of a specific exemption from the registration provisions of the 1933 Act that depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Such Lender understands that the Note and the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, such Lender must hold the Note or the Shares indefinitely unless they are registered under the 1933 Act and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Such Lender understands that no public market now exists for the Note or the Shares, and that the Company has made no assurances that a public market will ever exist for the Note or the Shares.

3.4 Disclosure of Information; Non-Reliance. Such Lender acknowledges that it has received all the information it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the Note and the Shares. Such Lender further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Note and the Shares. Such Lender confirms that the Company has not 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 Note or the Shares. In deciding to purchase the Note, such Lender is not relying on the advice or recommendations of the Company and has made its own independent decision that the investment in the securities is suitable and appropriate for such Lender. Such Lender understands that no federal or state agency has passed upon the merits or risks of an investment in the Note and the Shares or made any finding or determination concerning the fairness or advisability of this investment.

3.5 Residence. If such Lender is an individual, then such Lender resides in the state or province identified in the address shown on such Lender’s signature page hereto. If such Lender is a partnership, corporation, limited liability company or other entity, then such Lender’s principal place of business is located in the state or province identified in the address shown on such Lender’s signature page hereto.

3.6 Legends. All certificates representing any Shares or other equity securities of the Company subject to the provisions of this Agreement, including the Shares, shall be endorsed with the following legend:

“THE OFFER AND SALE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR IF THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDERS OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT.”

4. Conditions to Closing.

4.1 Conditions to Obligations of the Lenders. Each Lender’s obligations at the applicable Closing are subject to the fulfillment, on or prior to such Closing, of all of the following conditions, any of which may be waived, in whole or in part by such Lender, but solely with respect to such Lender:

(a) Except for any notices required or permitted to be filed after the Closing with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes and the Shares.

(b) At the Closing, the sale and issuance by the Company and the purchase by such Lender of a Note shall be legally permitted by all laws and regulations to which such Lender or the Company is subject.

(c) The representations and warranties of the Company set forth in Section 2 hereof shall be true and correct in all material respects on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing (except for any representations and warranties that are qualified by materiality, which shall be true and correct in all respects).

(d) The covenants of the Company set forth in Section 5 hereof shall be in effect and free of breach or default in all respects.

(e) There shall have been no material adverse change in the business, assets, liabilities, operations, financial condition or results of operations of the Company, and there shall be no facts or circumstances in existence that would reasonably be expected to result in such a material adverse change with respect to the Company.

(f)   The Company shall have executed and delivered to each Lender a Note in the form attached hereto as Exhibit A hereto in the principal amount set forth below such Lender’s name on the signature page attached to this Agreement.

(g) The Company and its transfer agent shall have executed and delivered the irrevocable transfer agent letter in the form attached hereto as Exhibit B hereto.

(h) The Company shall have provided proof of the Reserved Amount as provided in Section 1.3 of the Notes.

(i) The Company shall have entered into all such settlement and release documents with Michael De Prado as reasonably requested by the Lender.

4.2 Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Notes at the Closing is subject to the fulfillment, to the Company’s satisfaction on or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by the Company:

(a) With respect to the issuance of a Note to a particular Lender, the Company shall have received from such Lender the funds representing such Lender’s loan amount as set forth on the signature page attached to this Agreement.

(b) Except for any notices required or permitted to be filed after the Closing with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes and the Shares.

5. Covenants.

5.1 Additional Rights. Lender shall have such additional rights as set fort in that certain side letter attached hereto as Exhibit D.

6. Miscellaneous.

6.1 Use of Proceeds. The Company shall use the proceeds from its sale of the Notes as payment under that certain “Plum Contract.”

6.2 Waivers and Amendments. Any term of this Agreement or any term of the Notes may be amended, terminated or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Lenders holding Notes having a principal amount representing a majority of the aggregate principal amount of all Notes then outstanding. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Company in any case shall entitle the Company to any further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 5.2 shall be binding upon each holder of a Note at the time outstanding and each future holder of a Note.

6.3 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Florida as such laws are applied to agreements between Arizona residents entered into and to be performed entirely within Arizona and without regard to conflict or choice of law principles that would cause the application of the laws of any jurisdiction other than the State of Florida.

6.4 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Lender and the Closing.

6.5 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

6.6 Entire Agreement. This Agreement (including the exhibits attached hereto) and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.7 Notices. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person or by telecopy, electronic mail, overnight delivery service or U.S. mail, in which event it shall be mailed first-class, certified or registered, postage prepaid, and addressed (a) if to a Lender, at such Lender’s address set forth on the signature page attached to this Agreement, or at such other address as such Lender shall have furnished to the Company in writing, or (b) if to the Company, at its address set forth on the signature page attached to this Agreement, or at such other address as the Company shall have furnished to the Lender in writing.

6.8 Separability of Agreements; Severability of this Agreement. The Company’s agreement with each Lender is a separate agreement and the sale of a Note and Shares to each Lender is a separate sale. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.10 Fees and Expenses. The Company and the Lenders shall each bear their own respective expenses and legal fees incurred on their behalf with respect to this Agreement and the transactions contemplated hereby. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

6.11 No Finder’s Fee. Each party represents that it neither is nor will be obligated to pay any finder’s fee, broker’s fee or commission in connection with the transactions contemplated by this Agreement and the Note. The Lender agrees to indemnify and to hold the Company harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the transactions contemplated by this Agreement and the Note (and the costs and expenses of defending against such liability or asserted liability) for which the Lender or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold the Holder harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the transactions contemplated by this Agreement and Note (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.12 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.13 Counterparts. This Agreement and the Note may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Convertible Note Purchase Agreement to be executed and delivered by their proper and duly authorized officers as of the date first above written.

EXHIBIT A

Form of Convertible Promissory Note

(See attached)

EXHIBIT B

Irrevocable Transfer Agent Letter

(See attached)

EXHIBIT C

Disclosure Schedules

(See attached)

EXHIBIT D

Side Letter

(See attached)

Exhibit 10.13 

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

This Confidential Separation Agreement (“Agreement”) is made by and between Cuentas, Inc. (“Cuentas” or “Company”) and Michael De Prado (“Executive” or “you”). In consideration for the execution of this Agreement, and the performance of the terms and conditions herein, Cuentas and Executive (collectively the “Parties”) agree as follows:

WHEREAS, Cuentas acknowledges that as of September 18, 2025 it currently owes the Executive Five Hundred Eighty-Three Thousand Dollars ($583,000) (the “$583,000 Earned Compensation”) in earned but unpaid compensation and benefits; and

WHEREAS, Cuentas acknowledges that the Executive is further entitled to his $295,000 annual salary for an aggregate of $900,000 in future compensation for the remaining three (3) years of his Employment Agreement dated August 21, 2023, covering the period from August 21, 2023 through August 20, 2028 (the “$900,000 Unearned Compensation”); and

WHEREAS, Cuentas and the Executive agree to settle and compromise the Executive’s earned and unearned compensation under the terms and conditions in this Agreement.

WHEREFORE, IN CONSIDERATION OF THE ABOVE RECITALS, THE PARTIES AGREE TO THE FOLLOWING TERMS AND CONDITIONS:

COVENANTS

1.Resignation of the Executive Employment. Within 24 hours of confirmation that $110,000 in cleared funds transferred from or on behalf of Cuentas into the trust account of AM Law for the benefit of the Executive, the letter of resignation of the Executive that shall be executed by the Executive and delivered into trust of AM LAW shall be released from trust and delivered to Cuentas and that upon delivery of the letter of resignation the Executive’s Employment Agreement shall automatically terminate (“Termination Date”), and Cuentas irrevocably stipulates that the Executive shall be deemed to have resigned in good standing from all of his executive positions with Cuentas, including without limitation, his position on the Board of Directors, and such resignation shall not be deemed a termination for cause or a voluntary resignation for purposes of any other agreements between the Parties, and shall not affect any existing indemnification rights, defense obligations, or insurance coverage that the Executive may have in connection with his prior service to the Company, all of which shall continue in accordance with their terms For the purposes of filing a Form 8-K, Executive confirms that he has no disagreement with the Company or the board of directors.

2. Payment of Money Owed. Executive acknowledges that, to the best of his current knowledge and subject to any adjustments required by audit, the earned and unearned compensation outlined in Section 3 below represents the wages due under the three remaining years of his Employment Agreement. Executive further acknowledges that he is not aware of any unreimbursed business expenses or any other compensation due him other than those amounts in Section 3.

3. Consideration. The purpose of this Agreement is to effectuate the mutual and amicable separation of the Executive from the Company, to resolve the amount of compensation owed to the Executive and the timing of the payments of the agreed compensation, the security to be provided by Cuentas to the Executive to ensure the timely payment of the agreed consideration by the Company, and for the Parties to release each other from all claims except for (i) their respective obligations arising under this Agreement and any related agreements executed in connection herewith, including but not limited to any security agreements, promissory notes, or other documents securing the payments contemplated hereby, and (ii) any claims arising from or relating to the Parties’ mutual obligations to cooperate, defend, and indemnify each other with respect to the Executive’s prior management and operation of the Fintech division, which obligations shall survive this Agreement. In consideration of these mutual covenants, promises, and the general releases herein, Cuentas and the Executive agree to the following terms and conditions:

a. In satisfaction of the $583,000 Earned Compensation due and owing to the Executive, Cuentas shall (i) transfer or cause to be transferred by wire in cleared funds One Hundred and Ten Thousand Dollars ($110,000.00) no later than 2:00 p.m. on the next business day following the Effective Date of this Agreement and (ii) deliver a properly executed Secured Promissory Note and Security Agreement in the original principal amount of Four Hundred Seventy-Three Thousand Dollars ($473,437.50) in substantially the form as Exhibit A (“Note One”). Cuentas shall grant Executive a security interest in the Fintech division/Non-telcom/MVNO assets of Cuentas (collectively, the “Collateral”) to secure the repayment of the indebtedness under Note One in substantially the form as Exhibit C.

b. In complete satisfaction of the $900,000 Unearned Compensation, Cuentas shall deliver a second properly executed Secured Promissory Note and Security Agreement in the original principal amount of Two Hundred Thousand Dollars ($200,000) in substantially the form as Exhibit B (“Note Two”). Cuentas shall grant Executive a security interest in the Collateral to secure the repayment of the indebtedness under Note One in substantially the form as Exhibit C.

c. The Collateral pledged to secure repayment of Note One and Note Two is set forth on Exhibit D.

d. As material consideration for the Executive’s resignation as contemplated in this Agreement, Cuentas shall execute and deliver to the Executive a licensing agreement, in substantially the form as Exhibit E, affording the Executive non-exclusive access and use of the Collateral that shall commence simultaneously on the Termination Date. The Executive shall indemnify Cuentas for claims arising directly and solely from his gross negligence or willful misconduct in operating the Fintech division and using the Collateral after the Termination Date, excluding any claims relating to pre- existing conditions, issues with the assets, or ordinary business operations. Executive acknowledges and agrees he has no rights to the telcom/MVNO assets in any respect.

e. All payments or compensation owed by the Company under this Agreement, Note One, Note Two, and any other associated agreements shall be made by wire transfer in cleared funds to the trust account of AM Law for the benefit of the Executive.

f. Notwithstanding anything to the contrary in this Agreement or the Executive’s resignation from his executive positions with the Company, the Executive shall retain unaltered all of his rights and privileges of a holder of CUEN common shares. Notwithstanding the termination of his Employment Agreement, the Executive’s contractual right to maintain his seven percent (7%) aggregate ownership in the Company (which shall be calculated to require the issuance of 155,882 additional shares based on current capitalization) the contractual anti-dilution rights outlined in in Section 3(c) his Employment Agreement shall terminate the earlier of: Cuentas issuing shares to World Mobile in connection with its contemplated investment or contribution of World Mobile Tokens; provided, however, that his contractual anti-dilution rights shall terminate automatically upon satisfaction by Cuentas of all of its payment obligations under this Agreement, including without limitation, satisfaction of its obligations under Note One and Note Two.

4. Mutual General Release. Upon the Termination Date as defined in paragraph 1 of this Agreement, both Cuentas and Executive shallmutually release and discharge each other and their respective officers, directors, employees, agents, representatives, affiliates, successors, and assigns from any claims, demands, actions, causes of action, suits, debts, obligations, damages, and liabilities of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, that they have ever had, now have, or may hereafter have against each other, arising out of the employment relationship between Executive and the Company, the cessation of Executive’s employment, or any other matter whatsoever up to and including the Termination Date. This mutual release includes, but is not limited to, claims related to compensation, benefits, wrongful termination, discrimination, harassment, retaliation, breach of contract, breach of fiduciary duty, defamation, tortious interference, trade secrets, confidential information, and any claims under federal, state, or local laws, statutes, or regulations. This mutual general release does not and is specifically not intended to release either party from (i) any obligations under this Agreement or related agreements, (ii) any claims arising after the Termination Date, (iii) any claims that cannot be waived as a matter of law, including but not limited to the right to file a charge with or participate in an investigation by the EEOC, or (iv) any claims for breach of this Agreement or the Parites obligations and covenants provided in this Agreement or related agreements. The Parties mutually acknowledge and agree that this Agreement extends to all claims or causes of action, of every nature and kind whatsoever, known or unknown, suspected or unsuspected, enumerated in this Agreement or otherwise arising out of their relationship, except for the obligations under this Agreement and those specifically excluded above. Nevertheless, it is the Parties’ mutual intention, through this Agreement, to fully, finally, and forever release all such matters. All claims related thereto, which do now exist, may exist, or heretofore have existed.

5. Mutual Covenant Not to Sue. The Parties mutually covenant not to file any lawsuit in any court regarding any of the claims released under Paragraph 4 of this Agreement. Each Party represents that it has not filed and will not file any complaint, lawsuit, or other judicial action, of any kind or nature involving the released claims, and shall promptly dismiss or withdraw any existing complaints or lawsuits filed as of the Effective Date. If either Party brings any action or lawsuit in violation of the release provisions contained in this paragraph or the Agreement, as determined by a final, non-appealable court order, the breaching Party shall reimburse the other Party for its reasonable attorneys’ fees and costs directly related to defending such actions. This Covenant Not to Sue does not prevent either Party from bringing any claims to enforce this Agreement, Note One, Note Two, or any related agreements, or from pursuing claims specifically excluded from the release provisions.

6. Exclusions. Excluded from this Agreement are any claims or rights that cannot be waived by law, including the right to file a charge of discrimination with, or participate in an investigation conducted by, an administrative agency. Executive is waiving, however, the right to any monetary recovery or other relief in connection with such a charge. Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination, or any other conduct that you have reason to believe is illegal.

7. Mutual Cooperation with Investigation or Litigation. The Parties agree to cooperate in the event either Party is engaged in an investigation, prosecution, or litigation of any kind relating to claims or subject matter in which the other Party is involved, has information, or is a witness or defendant. Such cooperation shall include responding thoroughly; the Executive agrees to respond to any such inquiries fully and thoroughly, provide written materials or documents promptly, and otherwise provide information necessary for the defense or prosecution of the case. Each Party shall not to disclose any attorney-client privileged communications, attorney work product, or any other confidential communications regarding such investigation, prosecution, or litigation matters. The Company shall provide reasonable cooperation, documentation, and support to the Executive in connection with any claims or litigation relating to the Fintech division’s operations or assets during the term of the License Agreement executed simultaneously with this Agreement by Cuentas and the Executive. The provisions of this paragraph apply to any investigation, prosecution, or litigation initiated after the execution of this Agreement. The Company shall reimburse Executive for all reasonable costs and expenses (including legal fees) incurred in providing such cooperation, unless otherwise agreed in writing. Nothing in this paragraphrequires either Party to take any actions prohibited by law or other adjudicating body with competent jurisdiction.

8. Participation in Claims. Each Party shall not provide assistance to any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the other Party or their respective Released Parties, unless under a subpoena or other lawful court order. The Parties further shallnot to encourage or facilitate any future litigation or claims against each other or their respective Released Parties. This provision does not prevent either Party from (i) providing information to an agency of the federal, state or local government, (ii) filing a charge or complaint with such an agency, (iii) cooperating in the defense of claims relating to the Fintech division’s operations or assets, or (iv) exercising their rights under this Agreement or applicable law.

9. Non-Disparagement. Each Party agrees that it shall not make any false or misleading statements that disparage, defame, or harm the reputation, business relationships, or goodwill of the other Party or any other Releasee to any person or entity whatsoever. Any alleged violation of this provision must be proven by clear and convincing evidence before any relief may be granted. Nothing in this provision shall prevent either party from making truthful statements about verifiable facts. This includes written statements, oral statements, or other conduct that could reasonably disparage the other Party’s reputation (including, but not limited to, any third-party media outlet, Glassdoor, Yelp, Facebook, Twitter, LinkedIn, Instagram, TikTok, Snapchat, or other social media service or personal website). Each Party further agrees that it shall take all reasonable steps to prevent others from making such statements on its behalf. If either Party has a good faith belief that the other Party has violated this Agreement by posting (or permitting Released Parties to post) on a website/forum (social media, third party, or otherwise),, the Parties agree that they shall mutually request the website/forum administrator to remove the applicable posting. If either Party has a good faith belief that the other Party has violated this Agreement by posting (or permitting Released Parties to post) on a website/forum (social media, third party, or otherwise), but the posting is anonymous, the Parties agree that they shall request that the website/forum administrator to disclose the identity of the poster if the individual is one of the Parties or Released Parties at the request of the other Party. The Parties agree that the requesting Party is permitted to provide a copy of this Agreement to the website/forum in support of the request. Nothing in this paragraph shall preclude either Party from responding truthfully to inquiries made in connection with any legal or governmental proceeding pursuant to subpoena or other legal process. If at any time in the future either Party (or the Released Parties, in the case of Company) is required by subpoena or other legal process that implicates this paragraph, that Party shall provide written notification to the other Party no less than ten court days before any such compelled disclosure is due to be made. Each Party agrees and understands that this paragraph is a material term and condition for the Agreement. Nothing in this Agreement shall restrict Executive’s rights under Section 7 of the National Labor Relations Act. For purposes of this paragraph, “Company” shall be limited to include all members of its board of directors, its senior officers, and any executives with decision-making authority equivalent to that of a senior officer, regardless of their specific title or length of tenure.

10. Mutual Non-Disclosure of Trade Secrets, Confidential or Proprietary Information. Each Party understands and agrees that the other Party will not disclose or use any trade secret, “confidential information” or proprietary information except (i) as required by law, (ii) in connection with transfer to Executive of the Fintech division and related assets as contemplated by the Assignment Agreement, including any litigation or claims related to such assets where cooperation between the Parties is necessary, (iii) for information that becomes public through no fault of either Party, (iv) information independently developed after termination without use of the other Party’s confidential information, or (v) information that can be proved was already known prior to the relationship between the Parties, including, but not limited to, information relating to Cuentas’ partners, customers, clients, Executives, consultants, affiliates, partners, vendors, services, know-how, techniques, computer systems, programs, policies and procedures, research, projects, future developments, costs, losses or profits. Each Party further understands and agrees that the unauthorized use of any trade secret, confidential, or proprietary information belonging to the other Party shall be a material breach of this Agreement. By signing this Agreement, Executive warrants and represents that, as of the date of the signing of this Agreement, Executive has not used or disclosed the Company’s trade secret, confidential, or proprietary information in any manner that contravenes this provision.

a. Mutual Definition of Confidential Information. For purposes of this Agreement, the Parties mutually acknowledge that “confidential” information includes, without limitation, information regarding Company’s operations, finances, financial losses, financial improprieties, vendors, clients or partners including all materials, documents (including, vendor companies and their respective contacts, without limitation) financial reports, and all other tangible media of expression, information related to current, future and proposed programs, operations, financial arrangements, information about current, future or proposed operations of Company, including, without limitation, information concerning financial information, procurement requirements, vendor information, compensation of Executives or independent contractors of Company (other than Executive’s compensation information), reports and information, financial studies, loss studies, strategic plans of Company, and drawings, specifications and plans. The confidential information also includes, without limitation, all proprietary and confidential information of any third party disclosed to Company, its Executives, vendors or independent contractors, in the course of Company’s business, Company’s terms and conditions, the terms, conditions and status of any existing agreements and relationships between Company and any vendors, partners, suppliers, subcontractors or other entities, Company processes and techniques, data, formulae, and compositions, service techniques and protocols, ideas, and strategic plans possessed, developed, accumulated or acquired, financial information, and any other matter or thing, whether or not recorded on any medium (a) by which Company derives actual or potential economic value from such matter or thing being not generally known to other persons or entities who might obtain economic value from its disclosure or use, or (b) which gives Company an opportunity to obtain an advantage over its competitors who do not know or use the same. Confidential information does not include information that has been released by the Company to the general public or is otherwise readily ascertainable from public or published information or sources.

b. Mutual Representations Regarding Confidential Information. Each Party affirms and represents that it has not improperly copied, photographed, photocopied, altered, modified, disassembled, decompiled, or in any manner reproduced any materials containing or constituting confidential information of the other Party, except as permitted under this Agreement or the Assignment Agreement, and has returned or will return all such materials not required for permitted purposes, together with any copies thereof, to the other Party. Executive further represents that Executive will not publish any confidential information belonging to Company to Company’s intentional public disclosure of that confidential information. At this time, it will no longer be confidential information to the limited extent that it is actually publicly disclosed. Disclosure of confidential information is not precluded if such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided that Executive will first give notice to Company and, before responding to the court order, permit Company to make a reasonable effort to obtain a protective order regarding that confidential information.

C. Notwithstanding any other provision of this Agreement, Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (x) files any document containing trade secrets under seal; and (y) does not disclose trade secrets, except pursuant to court order.

d. Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement should be read as preventing Executive from lawfully communicating or cooperating with, providing relevant information to, or otherwise assisting in an investigation by any governmental or regulatory body or official(s) or self-regulatory organization regarding a possible violation of any federal law relating to fraud or any rule or regulation of the U.S. Securities & Exchange Commission (“SEC”), FINRA, other self-regulatory organization, or other regulator regarding a possible violation of any federal law, or any rule or regulation; or responding to an inquiry from such authority, including an inquiry about the existence of this Agreement or its underlying facts; or testifying, participating, or otherwise assisting in any action or proceeding relating to a possible violation of such law, rule or regulation; nor does this Agreement prevent Executive from filing a charge or complaint or participating in any investigation or proceeding conducted by the SEC, Equal Employment Opportunity Commission, the National Labor Relations Board, or a state or local fair employment practices agency. However, Executive acknowledges and agrees that he waives his right to recover monetary damages, of any kind, in connection with such investigation or proceeding arising from or in any way relating to Executive’s employment with or separation from the Employment that may have arisen before Executive signing this Agreement, other than in connection with any investigation or proceeding conducted by the Securities and Exchange Commission.

11.Return of Company Materials. Except for materials, information, and property related to the Fintech division that are subject to Executive’s separate License Agreement with the Company (“Licensed Materials”), Executive acknowledges that all tangible information and property, including all cameras, laptops, computers, phones, customer property, files, digital files, digital coding, records, summaries, bills, invoices, copies, excerpts, data, memoranda, letters, notes, written policies and procedures, manuals and other information or material about Executive’s work at the Company or containing confidential information that came into Executive’s custody, possession or knowledge or were compiled, prepared, developed or used by Executive at any time in the course of or in connection with Executive’s work at the Company, and all tangible property put in Executive’s custody or possession by the Company in connection with Executive’s work at the Company is solely the property of the Company. Executive hereby certifies that Executive has returned to Cuentas all such tangible information (excluding Licensed Materials) and, to the extent that any such tangible information (excluding Licensed Materials) is later discovered in the possession, custody, or control of Executive, Executive agrees that Executive will immediately return to the Company all such tangible information in Executive’s possession, custody, or control. The Company agrees to maintain and make available to Executive, upon reasonable request, any information or documentation that may be necessary for Executive’s defense in any litigation or claims related to the Fintech division assets or their operation. Executive further certifies that Executive has returned to Cuentas all property and equipment of Cuentas whether in hard copy or electronic format (excluding Licensed Materials), including any files or documents that Executive may have copied or transferred from any Company computer desktop or laptop, iPad/electronic tablet and cell phone before returning them to Company, including but not limited to keys and fob, and, again, to the extent that any Cuentas property or equipment (excluding Licensed Materials) is later discovered in Executive’s possession, custody, or control, Executive agrees to immediately return to the Company all such Company property and equipment. Executive also agrees not to intentionally delete any Company-related information from any electronic device provided to Executive by the Company, except for personal information or as required by standard operating procedures.

12. Confidentiality. The Parties mutually agree not to disclose any information regarding the existence or substance of this Agreement, including the terms of the Agreement and the facts and circumstances leading up to it, except to Executive’s spouse, tax advisor, attorney, financial advisors, potential employers (limited to the point of separation only), or other professional advisors with whom Executive chooses to consult regarding Executive’s consideration of this Agreement or future planning. However, if such disclosure is made to Executive’s representatives, Executive agrees and understands that such disclosure is for business or personal necessity, and each and any such permissible disclosures may be made only on the condition that such persons to whom information may be disclosed also agree not to reveal the terms and conditions of this confidential Agreementnot to disclose the terms and conditions of this confidential Agreementnot further to reveal the terms and conditions of this confidential Agreementnot to disclose the terms and conditions of this confidential Agreement. Notwithstanding any other provision hereof, this Agreement may be disclosed in an action brought to remedy a breach of this confidentiality agreement. Such disclosure shall be limited to those provisions necessary to remedy the breach.

13. On-The-Job Injury. Executive certifies that Executive has not experienced a job-related illness or injury for which Executive has not already filed a claim.

14. CIRCULAR 230 DISCLAIMER. EACH PARTY TO THIS AGREEMENT (FOR PURPOSES OF THIS SECTION, THE “ACKNOWLEDGING PARTY”; AND EACH PARTY TO THIS AGREEMENT OTHER THAN THE ACKNOWLEDGING PARTY, AN “OTHER PARTY”) ACKNOWLEDGES AND AGREES THAT (1) NO PROVISION OF THIS AGREEMENT, AND NO WRITTEN COMMUNICATION OR DISCLOSURE BETWEEN OR AMONG THE PARTIES OR THEIR ATTORNEYS AND OTHER ADVISERS, IS OR WAS INTENDED TO BE, NOR SHALL ANY SUCH COMMUNICATION OR DISCLOSURE CONSTITUTE OR BE CONSTRUED OR BE RELIED UPON AS, TAX ADVICE WITHIN THE MEANING OF UNITED STATES TREASURY DEPARTMENT CIRCULAR 230 (31 CFR PART 10, AS AMENDED); (2) THE ACKNOWLEDGING PARTY (A) HAS RELIED EXCLUSIVELY UPON HIS, HER OR ITS OWN INDEPENDENT LEGAL AND TAX ADVISERS FOR ADVICE (INCLUDING TAX ADVICE) IN CONNECTION WITH THIS AGREEMENT, (B) HAS NOT ENTERED INTO THIS AGREEMENT BASED UPON THE RECOMMENDATION OF ANY OTHER PARTY OR ANY ATTORNEY OR ADVISOR TO ANY OTHER PARTY, AND (C) IS NOT ENTITLED TO RELY UPON ANY COMMUNICATION OR DISCLOSURE BY ANY ATTORNEY OR ADVISER TO ANY OTHER PARTY TO AVOID ANY TAX PENALTY THAT MAY BE IMPOSED ON THE ACKNOWLEDGING PARTY; AND (3) NO ATTORNEY OR ADVISER TO ANY OTHER PARTY HAS IMPOSED ANY LIMITATION THAT PROTECTS THE CONFIDENTIALITY OF ANY SUCH ATTORNEY’S OR ADVISER’S TAX STRATEGIES (REGARDLESS OF WHETHER SUCH LIMITATION IS LEGALLY BINDING) UPON DISCLOSURE BY THE ACKNOWLEDGING PARTY OF THE TAX TREATMENT OR TAX STRUCTURE OF ANY TRANSACTION, INCLUDING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT.

15. Governing Law and Interpretation. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to its choice of law rules, provided that the Executive may also bring an action to enforce the Notes in any jurisdiction where the Company maintains assets. Venue of any lawsuit arising under or related to the performance of this Agreement shall be in Miami-Dade County, Florida.

16. Mandatory and Binding Arbitration. The Parties agree that any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including any dispute or claim related to the Closing, post-closing obligations of the Parties, or the operations of the Buyer as recapitalized, shall be exclusively and finally resolved through expedited arbitration. In the event either Party is named in litigation by a third party relating to the Fintech division assets or their operation, the Parties agree to cooperate in good faith in the defense of such claims, including providing relevant documentation, testimony, and reasonable assistance to each other. The arbitration shall be conducted before a three-arbitrator panel by the following procedure:

i. Written Notification. Any Party intending to initiate arbitration shall first provide written notification to the other Party or Parties detailing the nature of the dispute, controversy, or claim.

ii. Face-to-Face Meeting. Upon receipt of such written notification, the Parties agree to schedule and attend a face-to-face meeting within thirty (30) days, during which they shall use their best efforts to resolve the dispute amicably.

iii. Arbitration. If the dispute cannot be resolved through a face-to-face meeting, any Party may submit the matter to arbitration under the auspices of the American Arbitration Association (AAA) in Miami, Florida, under its then-prevailing arbitration rules and procedures. Each Party shall select one arbitrator, and the two arbitrators so selected shall choose the third arbitrator. The three-arbitrator panel shall hear the dispute and render a final and binding decision.Remedies. This mandatory and binding arbitration provision shall be the sole and exclusive remedy for any dispute arising under or related to this Agreement, except that either party may seek temporary or preliminary injunctive relief in court. The Parties expressly waive any right to seek or pursue other remedies in court, including any right to a jury trial, except as may be necessary to enforce an arbitration award, seek injunctive relief, or unless otherwise required by law. The Company shall bear all costs of arbitration, including the arbitrator’s fees. It shall defend, indemnify, and hold Executive harmless from any claims, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to Executive’s operation of the Fintech division, except for claims arising from Executive’s gross negligence or willful misconduct as determined by final, non-appealable judgment of a court of competent jurisdiction or final arbitration award. This indemnification obligation shall survive the termination of this Agreement.

17. Severability. If any provision of this Agreement is held to be void, null, or unenforceable, the remaining parts, terms, or portions shall remain in full force and effect and shall not be affected, and said illegal or invalid part, term, or provision shall be deemed not to be part of this Agreement.

18. Taxes. The Company shall be responsible for all employer-side tax obligations and shall provide appropriate tax documentation (including W-2 or 1099 forms as applicable) to the Executive promptly. The Company shall defend, indemnify, and hold Executive harmless from any tax claims, penalties, or liabilities arising directly from the Company’s incorrect reporting, withholding, or payment of taxes related to this Agreement. The Company shall cooperate fully with Executive regarding any tax matters related to payments under this Agreement. Executive shall reasonably cooperate in the defense of any tax claims brought against Company associated with the payment, provided such cooperation does not prejudice Executive’s own legal rights or positions and reasonable expenses (including reasonable attorneys’ fees) with such collaboration, which shall be promptly reimbursed by the Company. Each party shall be responsible for its own tax obligations arising from this Agreement.

19. No Admission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed as an admission of liability or wrongdoing by either Party or any of their respective affiliates, officers, directors, employees, agents, or representatives, nor shall they be admissible as evidence in any proceeding other than for the enforcement of this Agreement or the obligations created by this Agreement and related agreements referenced herein.

20. Modification. This Agreement may not be amended, modified, or superseded in any respect except in a written instrument signed by both Parties. No oral statement by any Executive of the Company shall modify or otherwise affect the terms and provisions of this Agreement.

21. Entire Agreement. This Agreement, including the related agreements specifically referenced herein, sets forth the entire agreement between the Parties hereto and fully supersedes any prior written or oral agreements or understandings between the Parties. Executive acknowledges that Executive has not been offered or relied on any representations, promises, inducements, or agreements of any kind made to Executive in connection with Executive’s decision to accept this Agreement, except for those expressly outlined in this Agreement.

22. Counterparts. The Parties may execute this Agreement in counterparts, which are defined as duplicate originals, all of which taken together shall be construed as one document. A signature by facsimile, PDF, or email on this Agreement shall be as legally binding as an original signature.

23. Mutual Acknowledgment. Each Party, by signing the Agreement, acknowledges that they have read this Agreement, fully understand the contents of this Agreement, freely, voluntarily and without coercion enter into this Agreement, and are signing it with full knowledge that it is intended, to the maximum extent permitted by law, as a release and waiver only of those specific claims expressly identified in this Agreement. By signing the Agreement, Executive affirms that Executive has full authority to enter into this Agreement and to be bound by it, and that Executive is knowingly and voluntarily entering into this Agreement free of any duress or coercion. Cuentas hereby advises Executive in writing to consult with an attorney of Executive’s choice before the execution of this Agreement. Executive acknowledges having been provided at least twenty-one (21) days from receipt of this Agreement to review it and consider its terms. If the Executive decides to sign the Agreement before the expiry of the twenty-one (21) day review period, in that case, the Executive acknowledges that this choice was voluntary and made without coercion, fraud, or misrepresentation.

24. Binding Agreement. This Agreement shall be binding upon the Parties and, to the extent permitted by law, their respective heirs, administrators, representatives, executors, successors, and assigns. It shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. Any obligations arising under other agreements referenced herein shall be governed solely by the terms of those respective agreements.

25. Waiver of Jury Trial. Each Party hereby knowingly, voluntarily, and irrevocably waives any rights to a trial by jury in any legal proceeding arising out of or related to this Agreement, including any claims, counterclaims, cross-claims, or third-party claims. The Parties acknowledge that this waiver is a material inducement for entering into this Agreement and that they have had an opportunity to consult with legal counsel regarding this provision. The Parties further agree that all disputes arising from or relating to the execution or performance of this Agreement shall be resolved exclusively through binding arbitration as provided in Section 18 of this Agreement.

THE PARTIES MUTUALLY ACKNOWLEDGE ACKNOWLEDGE AND AGREE THAT THEY HAVE EXECUTED THIS AGREEMENT FREELY AFTER INDEPENDENT INVESTIGATION AND WITHOUT FRAUD OR UNDUE INFLUENCE. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN AND INTEND TO BE BOUND BY ALL OF ITS TERMS. NEITHER PARTY HAS MADE, NOR RELIED UPON, ANY ORAL OR WRITTEN REPRESENTATIONS NOT CONTAINED IN THIS AGREEMENT AND ITS INCORPORATED DOCUMENTS, AND THE RELEASES AND OBLIGATIONS CONTAINED HEREIN ARE MUTUAL AND RECIPROCAL.

[Signature Block Follows]

Exhibit A

Promissory Note One

[attached]

Exhibit B

Promissory Note Two

[attached]

Exhibit C

UCC-1 For Promissory Note One

And

UCC-1 For Promissory Note Two

[attached]

Exhibit D

Collateral

(Cuentas Inc. Fintech / Non-Telcom/MVNO Assets Overview)

[attached]

Exhibit E

License Agreement

[attached]

Exhibit 10.14

SECURED PROMISSORY NOTE ONE 

$473,000 September 18, 2025 

For value received, Cuentas, Inc., a Florida corporation (the “Maker”), hereby promises  to pay to Michael de Prado, an individual (the “Holder”), the principal sum of Four Hundred  Seventy-Three Thousand Dollars ($473,000) (the “Loan”), together with interest on the principal  balance of the Loan from time to time outstanding, in lawful money of the United States of  America and in immediately available funds, pursuant to the terms and conditions set forth  below (this “Note”). This Note is secured by certain collateral of the Maker in accordance with that certain Security Agreement of even date herewith between the Maker and the Holder (the  “Security Agreement”). 

1. General Terms. 

(a) All amounts outstanding under this Note, including all accrued but unpaid interest  and other amounts payable under this Note, shall be due and payable upon the earlier of (i)  consummation of a financing transaction for capital raising purposes in an aggregate amount of  at least $2,000,000 (a “Qualified Financing”) or (ii) one year following the execution date of the  note (the “Maturity Date”). Any failure to pay by the Maturity Date shall constitute an Event of  Default with interest accruing at the default rate of 18% per annum until paid in full. 

(b) Interest on the Loan shall accrue at a rate of 2.0% per annum (the “Interest Rate”)  on the outstanding principal balance of the Loan from the date the Loan was made until the Loan  is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise. All  computations of interest shall be made based on a year of 365 or 366 days, as the case may be,  and the actual number of days in the year elapsed. Interest shall accrue on the Loan on the day on  which the Loan is made and shall not accrue on the Loan on the day on which it is repaid in full. 

(c) All principal and interest on the Loan shall be paid in cash on or before the  Maturity Date by the Maker. 

2. Security Interests.  

Cuentas shall execute and deliver the security agreement granting Executive a security  interest in the Fintech division Non-telcom/MVNO assets of Cuentas as described in Exhibit D to the Separation Agreement (collectively, the “Collateral”) to secure the repayment of the  indebtedness under this note. While the debts under the note remain outstanding, Cuentas shall  not grant a lien in or otherwise encumber the Collateral or sell or dispose of the Collateral. 

3. Prepayments. 

The Maker may prepay the Loan in whole or in part at any time or from time to time,  without incurring any premium or penalty of any kind. No prepaid amount may be reborrowed. 

4. Other Terms. 

(a) Any payments made under this Note shall be applied first to accrued but unpaid  interest, and the balance, if any, shall be applied to the outstanding principal amount of the Loan.

(b) If any payment of principal or interest under this Note is due on a day that is not a  business day, such fee will be due on the next succeeding business day. 

(c) Payments under this Note shall be made regardless of any existing credit facilities or their  terms. This Note and the security interests granted under the Security Agreement shall not be  subordinated to any other obligations of the Maker without the prior written consent of the Holder. The  Maker shall maintain the perfection and priority of the security interests granted under the Security  Agreement at all times. 

5. Default. 

The occurrence of any one or more of the following events with respect to the Maker  shall constitute an event of default hereunder (each, an “Event of Default”), if and only if written  notice is given and cure period described below: 

(a) if the Maker shall fail to pay when due any payment due under this Note in  accordance with Section 1 and such failure shall continue for thirty (30) or business days after  the due date thereof; or 

(b) (i) if the Maker shall voluntarily commence any proceeding or file any petition  seeking relief under any Federal, state or foreign bankruptcy, insolvency or similar law now or  hereafter in effect, or if any action is taken by the Payee that could impair or adversely affect the  security interests, such impairment to be determined by an independent third-party arbitrator and  subject to a cure period of not less than 30 days following written notice, (ii) if the Maker shall  apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,  conservator or similar official for the Maker or for a substantial part of the Maker’s assets, (iii) if  a proceeding shall have been instituted by any person in a court having seeking a decree or order  for relief in respect of the Maker in an involuntary case under any Federal, state or foreign  bankruptcy, insolvency or similar law, or for the appointment of a receiver, liquidator, assignee,  trustee, custodian, sequestrator, conservator or other similar official of the Maker, or for any  substantial part of the Maker’s assets, or for the winding-up or liquidation of its affairs, (iv) if the  Maker shall file an answer admitting the material allegations of a petition filed against the Maker  in any such proceeding, (v) if the Maker shall make a general assignment for the benefit of  creditors or (v) if the Maker shall take any action for the purpose of effecting any of the  foregoing. 

Upon the occurrence of an Event of Default described in clause (a) above, the Maker  shall have ninety (90) days following receipt of written notice from the Holder to cure such  default (the “Cure Period”). If such default is not cured within the Cure Period, the entire unpaid  principal balance hereof and any accrued but unpaid interest or other amounts payable hereunder  shall become immediately due and payable.  

Any disputes regarding an Event of Default shall be resolved through binding arbitration  administered by the American Arbitration Association (AAA) in accordance with its  Commercial Arbitration Rules. The arbitration shall be conducted in Miami-Dade County,  Florida, by a single arbitrator selected in accordance with AAA rules. The arbitrator shall be a  licensed Florida attorney with at least 15 years of experience in commercial and financial  matters. Each party shall bear its own attorneys’ fees and costs, and the parties shall share equally  the arbitrator’s fees and administrative costs unless otherwise required by law. The arbitrator  shall have the power to award any remedy that could be awarded by a court under Florida law.  The arbitration proceedings and award shall be confidential, except as required by law or  necessary for enforcement. Either party may seek emergency injunctive relief from a court of  competent jurisdiction in Florida before, during, or after the pendency of any arbitration proceeding. The arbitrator’s award shall be final and binding, and judgment on the award may be  entered in any court of competent jurisdiction in Florida.  

Upon the occurrence of an Event of Default, except for the notice and Cure Period set  forth above, the entire unpaid principal balance hereof and any accrued but unpaid interest or  other amounts payable hereunder shall automatically become immediately due and payable  without the need for the Holder to give any notice to the Maker and without any right of the  Maker to cure such Event of Default. 

6. Waiver. 

To the extent permitted by law, the Maker hereby waives presentment, protest, and notice  of dishonor and protest and agrees that its liability under this Note shall not be affected by any  renewal or extension in the time of payment hereof, or by any indulgences, and hereby consents  to any renewals, extensions, indulgences, releases or changes, regardless of the number of such  renewals, extensions, indulgences, releases or alterations. 

7. Notices. 

All notices and other communications required or permitted hereunder shall be (a) (i) in  writing and shall be deemed effectively given upon personal delivery (which may be evidenced  by a return receipt if sent by registered mail or by signature if delivered by courier or delivery  service) or (ii) sent by facsimile or by electronic mail and shall be deemed effectively given upon  receipt of confirmation of delivery and (b) addressed if to the Holder or the Maker, at the address  of the Holder or the Maker outlined in the books and records of the Maker from time to time. 

8. Successors and Assigns. 

This Note and the obligations and/or rights hereunder shall not be assigned or transferred  by either party without the express prior written consent of the other party, provided that any  such consent shall not be unreasonably withheld, conditioned, or delayed, and any attempted  assignment without consent shall be void. Both parties shall have equal rights to assign or  transfer upon mutual agreement, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment without such consent shall be void. In the event of any  permitted assignment by the Maker, the assignor shall remain secondarily liable for all  obligations hereunder. Any assignment by the Holder shall release the Holder from all  obligations upon the effective date of such assignment. 

9. Severability and Amendments. 

Any provision of this Note that is prohibited or unenforceable shall be ineffective to the  extent of such prohibition or unenforceability without invalidating the remaining provisions of  this Note. No amendment, modification, termination, or waiver of any provision of this Note, nor  consent to any departure by either party, the Maker, from any term of this Note, shall in any  event be effective unless it is in writing and signed by both parties. Any delay or failure to  enforce any provision shall not constitute a waiver of that or any other provision. The Then such  waiver or consent shall be effective only in the specific instance and for the particular purpose  for which it is given. 

10. Loss, etc. 

Upon receipt by the Maker of evidence reasonably satisfactory to the Maker of the  loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of  indemnity or security reasonably satisfactory to the Maker, and upon prompt reimbursement to the Maker of all reasonable business expenses incidental thereto, with standard documentation,  and any expense limits to be mutually agreed upon in writing, or, in the case of mutilation or  transfer of this Note, upon surrender and cancellation of this Note, the Maker will make and  deliver a new Note of like tenor, instead of this Note.

11. Counterparts. 

This Note may be executed through the use of separate signature pages or in any number  of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement  binding on all the parties, notwithstanding that not all parties are signatories to the counterpart.  This Note may be executed and delivered by facsimile or other form of electronic transfer. 

12. GOVERNING LAW. 

THIS NOTE SHALL AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN  CONTRACT, TORT OR STATUTE) THAT MAY BE BASED UPON, ARISE OUT OF OR  RELATE TO THIS NOTE, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF  THIS NOTE (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING  OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN  CONNECTION WITH THIS NOTE OR AS AN INDUCEMENT TO ENTER INTO THIS  NOTE), SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE  INTERNAL LAWS OF THE STATE OF FLORIDA, INCLUDING ITS STATUTES OF  LIMITATIONS. THE PARTIES MAY BRING ACTIONS IN ANY COURT OF  COMPETENT JURISDICTION IN THE STATE OF FLORIDA, WITH EACH PARTY  RETAINING THE RIGHT TO REMOVE TO FEDERAL COURT WHERE  PERMITTED BY LAW. 

13. Waiver of Jury Trial. Each Party hereby knowingly, voluntarily, and irrevocably waives any rights to a trial by jury in any legal proceeding arising out of or directly related to this  Agreement, provided that such waiver is permitted by applicable law, including any claims,  counterclaims, cross-claims, or third-party claims. The Parties acknowledge that this waiver is a  material inducement for entering into this Agreement and that they have had an opportunity to  consult with legal counsel regarding this provision. The Parties further agree that any legal  proceedings will be conducted in a bench trial before a judge without a jury. 

[Signature Block to Follow]

IN WITNESS WHEREOF, the undersigned has duly executed this Note as of the date  first written above. 

Exhibit 10.15

SECURITY AGREEMENT

PARTIES. Cuentas, Inc., a Florida corporation (“Debtor”), and Michael De Prado, a founder and current executive and board member of Cuentas (“Secured Party”).

RECITALS. This Security Agreement secures Debtor’s obligations under that certain Promissory Note dated September 18, 2025, in the principal amount of $473,000, plus all accrued interest, fees, costs, and other charges (collectively, the “Note”).

1. GRANT OF SECURITY INTEREST. Cuentas grants Executive a security interest in the Fintech division/ Non-MVNO assets of Cuentas (collectively, the “Collateral”) to secure the repayment of the indebtedness under this note. While the debts under the note remain outstanding, Cuentas shall not grant a lien in or otherwise encumber these assets or sell or dispose of these assets.

2. OBLIGATIONS SECURED. This Security Agreement secures all obligations of Debtor to Secured Party under the Note, including, without limitation, principal, interest, fees, costs of collection, attorneys’ fees, indemnification obligations, and all other amounts due thereunder, together with all obligations arising under the terms and conditions of the Note and this Security Agreement, whether now existing or hereafter arising.

3. REPRESENTATIONS. Debtor represents that it has rights in the Collateral and the power to grant the security interest herein.

4. COVENANTS. Debtor shall: (a) not sell, transfer, or dispose of Collateral without Secured Party’s prior written consent; (b) execute such documents as Secured Party may reasonably request to perfect and maintain the security interest; (c) maintain adequate insurance on the Collateral naming Secured Party as loss payee; (d) provide Secured Party with monthly financial statements and immediate notice of any material adverse change; (e) not grant any other security interests in the Collateral; and (f) comply with all additional covenants and agreements set forth in the Note.

5. DEFAULT AND REMEDIES. Upon any Event of Default under the Note, Secured Party may exercise all rights and remedies under the UCC and applicable law, including: (a) taking immediate possession of and disposing of the Collateral without further notice; (b) collecting accounts directly from account debtors; (c) appointing a receiver; (d) obtaining injunctive relief;

and (e) exercising any additional remedies provided for in the Note. Debtor shall pay all costs of enforcement and collection, including reasonable attorneys’ fees.

6. MISCELLANEOUS. This Agreement shall be governed by Florida law. This Agreement may be executed in counterparts. Secured Party is authorized to file UCC financing statements and amendments thereto without Debtor’s signature where permitted by law, and Debtor agrees to pay all costs of filing, amending, and continuing such UCC financing statements. Debtor shall cooperate in executing any additional documentation needed for such filings. Time is of the essence. This Agreement shall be binding upon Debtor’s successors and assigns.

7. BOARD APPROVAL. A condition precedent to this Agreement becoming effective is approval by the Cuentas Board of Directors.

8. WAIVER OF JURY TRIAL. Each party to this Agreement hereby waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party acknowledges that counsel has advised it of the implications of this waiver and makes this waiver knowingly and voluntarily.

EXECUTED on September 18, 2025.

Shalom Arik Maimon, CEO

UCC-1 FINANCING STATEMENT

1. DEBTOR’S NAME: Cuentas, Inc.

1a. ORGANIZATION’S NAME: Cuentas, Inc.

1b. TYPE OF ORGANIZATION: Corporation

1c. JURISDICTION OF ORGANIZATION: Florida

1d. ORGANIZATIONAL ID #: [INSERT EXACT FLORIDA CORPORATE NUMBER - DO NOT FILE WITH BRACKETS]

1e. MAILING ADDRESS: [INSERT COMPLETE CURRENT BUSINESS ADDRESS - DO NOT FILE WITH BRACKETS]

2. SECURED PARTY’S NAME: Michael De Prado

2a. MAILING ADDRESS: [INSERT COMPLETE CURRENT ADDRESS - DO NOT FILE WITH BRACKETS]

3. COLLATERAL: All assets and personal property of Debtor of every kind and nature, including but not limited to: accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, supporting obligations, all proceeds and products thereof, all books and records relating thereto, and all other assets whether now owned or hereafter acquired.

4. THIS FINANCING STATEMENT: ☐ covers timber to be cut ☐ covers as-extracted collateral ☐ is filed as a fixture filing

5. ALTERNATIVE DESIGNATION: ☐ Lessee/Lessor ☐ Consignee/Consignor ☐ Buyer/Seller ☐ Bailee/Bailor

6. ☐ This financing statement is to be filed for record (or recorded) in the real estate records.

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 04/20/11)

Note: File the UCC-1 with the Florida Secretary of State within 10 days of execution to ensure purchase money security interest priority if applicable, and file in any other states where Cuentas has significant assets or operations. Consider filing real estate fixtures filing if any collateral may be deemed fixtures.

Exhibit 10.16

SECURED PROMISSORY NOTE TWO 

$200,000 September 18, 2025 

For value received, Cuentas, Inc., a Florida corporation (the “Maker”), hereby promises  to pay to Michael de Prado, an individual or his assign (the “Holder”), the principal sum of Two  Hundred Thousand Dollars ($200,000) (the “Loan”) in lawful money of the United States of  America and in immediately available funds pursuant to the terms and conditions set forth below  (this “Note”). This Note is secured by certain collateral of the Maker in accordance with that  certain Security Agreement of even date herewith between the Maker and the Holder (the  “Security Agreement”). 

1. General Terms. 

(a) All amounts outstanding under this Note, including all accrued but unpaid  interest, shall be due and payable on the first anniversary of the execution of this Note (the  “Maturity Date”). On the Maturity Date, the Holder shall have the sole and exclusive option to  demand either (i) payment in cash of the outstanding principal and accrued interest, or (ii) the  Maker’s transfer through a certificate of sale of all of the Maker’s non-telcom/MVNO assets that  comprise the Fintech division. Any failure to pay after the final Maturity Date shall constitute an  Event of Default with interest accruing at a default rate of 8% per annum until paid in full. 

(b) No Interest shall be paid on this Loan except upon the event of a default as  provided in Section 5 of this Agreement. 

2. Security Interests.  

Cuentas shall execute and deliver the security agreement granting the Executive a  security interest in the Fintech division Non-telcom/MVNO assets of Cuentas as described in  Exhibit D to the Separation Agreement (collectively, the “Collateral”) to secure the repayment of  the indebtedness under this Note. While anyindebtedness under the Note remains outstanding,  Cuentas shall not grant a lien in or otherwise encumber the Collateral or sell or dispose of the 

Collateral. 

3. Prepayments. 

The parties may jointly agree in writing to advance the maturity date if they so choose.

4. Other Terms.

(a) Any payments made under this Note shall be applied first to accrued but unpaid  interest, and the balance, if any, shall be applied to the outstanding principal amount of the Loan. 

(b) If any payment of principal or interest under this Note is due on a day that is not a  business day, such fee will be due on the next succeeding business day. 

(c) Payments under this Note shall be made regardless of any existing credit  facilities or their terms. This Note and the security interests granted under the Security  Agreement shall not be subordinated to any other obligations of the Maker without the prior written consent of the Holder. The Maker shall maintain the perfection and priority of the  security interests in the Collateral granted in the Security Agreement at all times. 

5. Default. 

The occurrence of any one or more of the following events with respect to the  Maker shall constitute an event of default hereunder (each, an “Event of Default”): 

(i) if the Maker shall fail to pay when due any payment due under this Note in accordance  with Section 1 and such failure shall continue for thirty (30) or business days after notice of non payment and cure period; or 

(ii) if the Maker shall voluntarily commence any proceeding or file any petition seeking  relief under any Federal, state or foreign bankruptcy, insolvency or similar law now or hereafter  in effect, or if any action is taken by the Payee that could impair or adversely affect the security  interests, such impairment to be determined by an independent third-party arbitrator and subject  to a cure period of not less than 30 days following written notice, (ii) if the Maker shall apply for  or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or  similar official for the Maker or for a substantial part of the Maker’s assets, (iii) if a proceeding  shall have been instituted by any person in a court having seeking a decree or order for relief in  respect of the Maker in an involuntary case under any Federal, state or foreign bankruptcy,  insolvency or similar law, or for the appointment of a receiver, liquidator, assignee, trustee,  custodian, sequestrator, conservator or other similar official of the Maker, or for any substantial  part of the Maker’s assets, or for the winding-up or liquidation of its affairs, (iv) if the Maker  shall file an answer admitting the material allegations of a petition filed against the Maker in any  such proceeding, (v) if the Maker shall make a general assignment for the benefit of creditors or  (v) if the Maker shall take any action for the purpose of effecting any of the foregoing. 

Upon the occurrence of an Event of Default described in clause (a) above, the Maker  shall have ninety (90) days following receipt of written notice from the Holder to cure such  default (the “Cure Period”). If such default is not cured within the Cure Period, the entire unpaid  principal balance hereof and any accrued but unpaid interest or other amounts payable hereunder  shall become immediately due and payable and the Holder shall be entitled to commence a legal  action to enforce the Note, including without limitation, an action for specific performance to  require Cuentas to transfer ownership of the Fintech division and the Collateral.  

Any disputes regarding an Event of Default shall be resolved through binding arbitration  administered by the American Arbitration Association (AAA) in accordance with its  Commercial Arbitration Rules. The arbitration shall be conducted in [specific county], Florida,  by a single arbitrator selected in accordance with AAA rules. The arbitrator shall be a licensed  Florida attorney with at least 15 years of experience in commercial and financial matters. Each  party shall bear its own attorneys’ fees and costs, and the parties shall share equally the  arbitrator’s fees and administrative costs unless otherwise required by law. The arbitrator shall  have the power to award any remedy that could be awarded by a court under Florida law including without limitation, specfic performance regarding the Fintech division and Collateral.  The arbitration proceedings and award shall be confidential, except as required by law or  necessary for enforcement. Either party may seek emergency injunctive relief from a court of  competent jurisdiction in Florida before, during, or after the pendency of any arbitration  proceeding. The arbitrator’s award shall be final and binding, and judgment on the award may be  entered in any court of competent jurisdiction in Florida.  

Upon the occurrence of an Event of Default, the entire unpaid principal balance hereof  and any accrued but unpaid interest or other amounts payable hereunder shall automatically become immediately due and payable without the need for the Holder to give any notice to the  Maker and without any right of the Maker to cure such Event of Default except for the notice and  subject to the Cure Period. 

6. Waiver. 

To the extent permitted by law, and subject to the notice and Cure Period set forth above,  the Maker hereby waives presentment, protest, and notice of dishonor and protest and agrees that  its liability under this Note shall not be affected by any renewal or extension in the time of  payment hereof, or by any indulgences, and hereby consents to any renewals, extensions,  indulgences, releases or changes, regardless of the number of such renewals, extensions,  indulgences, releases or alterations. 

7. Notices. 

All notices and other communications required or permitted hereunder shall be (a) (i) in  writing and shall be deemed effectively given upon personal delivery (which may be evidenced  by a return receipt if sent by registered mail or by signature if delivered by courier or delivery  service) or (ii) sent by facsimile or by electronic mail and shall be deemed effectively given upon  receipt of confirmation of delivery and (b) addressed if to the Holder or the Maker, at the address  of the Holder or the Maker outlined in the books and records of the Maker from time to time. 

8. Successors and Assigns. 

This Note and the obligations and/or rights hereunder shall not be assigned or transferred  by either party without the express prior written consent of the other party, provided that any  such consent shall not be unreasonably withheld, conditioned, or delayed, and any attempted  assignment without consent shall be void. Both parties shall have equal rights to assign or  transfer upon mutual agreement, which consent shall not be unreasonably withheld, conditioned, 

or delayed. Any attempted assignment without such consent shall be void. In the event of any  permitted assignment by the Maker, the assignor shall remain secondarily liable for all  obligations hereunder. Any assignment by the Holder shall release the Holder from all  obligations upon the effective date of such assignment. 

9. Severability and Amendments. 

Any provision of this Note that is prohibited or unenforceable shall be ineffective to the  extent of such prohibition or unenforceability without invalidating the remaining provisions of  this Note. No amendment, modification, termination, or waiver of any provision of this Note, nor  consent to any departure by either party, the Maker, from any term of this Note, shall in any  event be effective unless it is in writing and signed by both parties. Any delay or failure to  enforce any provision shall not constitute a waiver of that or any other provision. The Then such  waiver or consent shall be effective only in the specific instance and for the particular purpose  for which it is given. 

10. Loss, etc. 

Upon receipt by the Maker of evidence reasonably satisfactory to the Maker of the  loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of  indemnity or security reasonably satisfactory to the Maker, and upon prompt reimbursement to  the Maker of all reasonable business expenses incidental thereto, with standard documentation,  and any expense limits to be mutually agreed upon in writing, or, in the case of mutilation or  transfer of this Note, upon surrender and cancellation of this Note, the Maker will make and  deliver a new Note of like tenor, instead of this Note.

11. Counterparts. 

This Note may be executed through the use of separate signature pages or in any number  of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement  binding on all the parties, notwithstanding that not all parties are signatories to the counterpart.  This Note may be executed and delivered by facsimile or other form of electronic transfer. 

12. GOVERNING LAW. 

THIS NOTE SHALL AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN  CONTRACT, TORT OR STATUTE) THAT MAY BE BASED UPON, ARISE OUT OF OR  RELATE TO THIS NOTE, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF  THIS NOTE (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING  OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN  CONNECTION WITH THIS NOTE OR AS AN INDUCEMENT TO ENTER INTO THIS  NOTE), SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE  INTERNAL LAWS OF THE STATE OF FLORIDA, INCLUDING ITS STATUTES OF  LIMITATIONS. THE PARTIES MAY BRING ACTIONS IN ANY COURT OF  COMPETENT JURISDICTION IN THE STATE OF FLORIDA, WITH EACH PARTY  RETAINING THE RIGHT TO REMOVE TO FEDERAL COURT WHERE  PERMITTED BY LAW. 

13. Waiver of Jury Trial. Each Party hereby knowingly, voluntarily, and irrevocably waives  any rights to a trial by jury in any legal proceeding arising out of or directly related to this  Agreement, provided that such waiver is permitted by applicable law, including any claims,  counterclaims, cross-claims, or third-party claims. The Parties acknowledge that this waiver is a  material inducement for entering into this Agreement and that they have had an opportunity to  consult with legal counsel regarding this provision. The Parties further agree that any legal  proceedings will be conducted in a bench trial before a judge without a jury. 

[Signature Block to Follow]

IN WITNESS WHEREOF, the undersigned has duly executed this Note as of the date  first written above. 

Exhibit 10.17

SECURITY AGREEMENT

PARTIES. Cuentas, Inc., a Florida corporation ("Debtor"), and Michael De Prado, a founder and current executive and board member of Cuentas ("Secured Party").

RECITALS. This Security Agreement secures Debtor's obligations under that certain Promissory Note dated September 18, 2025, in the principal amount of $200,000 (collectively, the "Note").

1. GRANT OF SECURITY INTEREST. Cuentas grants Executive a security interest in the Fintech division/ Non-MVNO assets of Cuentas (collectively, the "Collateral") to secure the repayment of the indebtedness under this note. While the debts under the note remain outstanding, Cuentas shall not grant a lien in or otherwise encumber these assets or sell or dispose of these assets.

2. OBLIGATIONS SECURED. This Security Agreement secures all obligations of Debtor to Secured Party under the Note, including, without limitation, principal, interest, fees, costs of collection, attorneys' fees, indemnification obligations, and all other amounts due thereunder, together with all obligations arising under the terms and conditions of the Note and this Security Agreement, whether now existing or hereafter arising.

3. REPRESENTATIONS. Debtor represents that it has rights in the Collateral and the power to grant the security interest herein.

4. COVENANTS. Debtor shall: (a) not sell, transfer, or dispose of Collateral without Secured Party's prior written consent; (b) execute such documents as Secured Party may reasonably request to perfect and maintain the security interest; (c) maintain adequate insurance on the Collateral naming Secured Party as loss payee; (d) provide Secured Party with monthly financial statements and immediate notice of any material adverse change; (e) not grant any other security interests in the Collateral; and (f) comply with all additional covenants and agreements set forth in the Note.

5. DEFAULT AND REMEDIES. Upon any Event of Default under the Note, Secured Party may exercise all rights and remedies under the UCC and applicable law, including: (a) taking immediate possession of and disposing of the Collateral without further notice; (b) collecting accounts directly from account debtors; (c) appointing a receiver; (d) obtaining injunctive relief;

and (e) exercising any additional remedies provided for in the Note. Debtor shall pay all costs of enforcement and collection, including reasonable attorneys' fees.

6. MISCELLANEOUS. This Agreement shall be governed by Florida law. This Agreement may be executed in counterparts. Secured Party is authorized to file UCC financing statements and amendments thereto without Debtor's signature where permitted by law, and Debtor agrees to pay all costs of filing, amending, and continuing such UCC financing statements. Debtor shall cooperate in executing any additional documentation needed for such filings. Time is of the essence. This Agreement shall be binding upon Debtor's successors and assigns.

7. BOARD APPROVAL. A condition precedent to this Agreement becoming effective is approval by the Cuentas Board of Directors.

8. WAIVER OF JURY TRIAL. Each party to this Agreement hereby waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party acknowledges that counsel has advised it of the implications of this waiver and makes this waiver knowingly and voluntarily.

EXECUTED on September 18, 2025.

CUENTAS, INC.

1. DEBTOR'S NAME: Cuentas, Inc.

1a. ORGANIZATION'S NAME: Cuentas, Inc.

1b. TYPE OF ORGANIZATION: Corporation

1c. JURISDICTION OF ORGANIZATION: Florida

1d. ORGANIZATIONAL ID #: [INSERT EXACT FLORIDA CORPORATE NUMBER - DO NOT FILE WITH BRACKETS]

1e. MAILING ADDRESS: [INSERT COMPLETE CURRENT BUSINESS ADDRESS - DO NOT FILE WITH BRACKETS]

2. SECURED PARTY'S NAME: Michael De Prado

2a. MAILING ADDRESS: [INSERT COMPLETE CURRENT ADDRESS - DO NOT FILE WITH BRACKETS]

3. COLLATERAL: All assets and personal property of Debtor of every kind and nature, including but not limited to: accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, supporting obligations, all proceeds and products thereof, all books and records relating thereto, and all other assets whether now owned or hereafter acquired.

4. THIS FINANCING STATEMENT: ☐ covers timber to be cut ☐ covers as-extracted collateral ☐ is filed as a fixture filing

5. ALTERNATIVE DESIGNATION: ☐ Lessee/Lessor ☐ Consignee/Consignor ☐ Buyer/Seller ☐ Bailee/Bailor

6. ☐ This financing statement is to be filed for record (or recorded) in the real estate records.

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 04/20/11)

Note: File the UCC-1 with the Florida Secretary of State within 10 days of execution to ensure purchase money security interest priority if applicable, and file in any other states where Cuentas has significant assets or operations. Consider filing real estate fixtures filing if any collateral may be deemed fixtures.

Audit Trail

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DOCUMENT 01-Ex C2_25.09.18 Final security agmt note two

INITIATOR EMAIL [email protected]

INITIATOR REFERENCE ID d8693b42d7f84ef786d92f075b953143

DOCUMENT REFERENCE ID 98d40f23-a3ab-4b75-8d54-438e76ff997b

DOCUMENT NAME FINGERPRINT REFERENCE ID VERIFICATION LINK

Audit Trail

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Audit Trail

Signature request initiated for

Arik Maimon ([email protected])

Sent via email

Initiated on: 2025-10-01 22:33:28 UTC

User Reference Id: d8693b42d7f84ef786d92f075b953143 IP: 174.230.72.234

Consent provided and document signed by Arik Maimon ([email protected])

Identity verified by email

Consent given on: 2025-10-01 22:36:38 UTC

Signed on: 2025-10-01 22:36:51 UTC

User Reference Id: 657fd302c69747b5b545d97bdeabd18d IP: 184.164.162.44

Signature request completed.

Completed on: 2025-10-01 22:36:51 UTC

IP: 184.164.162.44

3

Exhibit  10.18

LICENSING AGREEMENT 

THIS LICENSING AGREEMENT (“Agreement”) is entered into on September 18, 2025  by and between Cuentas Inc., a company organized and existing under the laws of Florida (the  “Licensor”), and Michael De Prado, a Florida resident or assigns (the “Licensee”). 

1. Definitions. The following terms shall have the meanings ascribed to them below: 

a. “Agreement” means this Licensing Agreement, including all its exhibits,  schedules, and amendments, governing the license of the Fintech Division, necessary assets, and  related equipment from the Licensor to the Licensee. 

b. “Fintech Business” means the financial technology business of the Licensor . 

c. “Licensed Assets” means the existing FinTech and non-MVNO assets  developed or acquired by Cuentas to operate the Fintech business, consisting of all of the related  intellectual property, software, hardware, and equipment as generally described in Schedule A 

d. “Effective Date” means the date upon which this Agreement is executed by both  parties and becomes legally binding. 

e. “Territory” means the geographic area within which the Licensee is authorized  to utilize the Licensed Assets, as specified in this Agreement. 

2. Grant of License. Subject to the terms and conditions of this Agreement, Licensor  hereby grants Licensee a worldwide, perpetual license to use, access, and exploit the Licensed  Assets. 

3. License Term. The term of this license shall be sixteen (16) months commencing  on the Effective Date and terminating on the sixteenth (16th) month anniversary thereof, unless  earlier terminated pursuant to this Agreement (the “License Term”). 

4. Scope of License. Licensor hereby grants Licensee a non-exclusive license to use,  access, and exploit the Licensed Assets within the Territory. This license is granted for the Licensed  Term subject to the terms and conditions of this Agreement. 

The Licensee is authorized to utilize the Licensed Assets for the purpose of operating,  managing, and developing the Licensed Assets within the specified Territory. The Licensee shall  not use the Licensed Assets for any purpose outside the scope of this Agreement without the prior  written consent of the Licensor. 

The Licensee acknowledges that the Licensed Assets, are detailed in Schedule A, which is  attached hereto and incorporated herein by reference. The Licensed Assets, including without  limitation, the related intellectual property rights, software, hardware, and related equipment, will  remain the exclusive property of the Licensor and licensed to the Licensee with no warrantees for  the duration of the Term. 

Licensor shall undertake reasonable efforts to facilitate Licensee’s access and use of the  licensed assets subject to the Licensee paying the expenses associated with such access

This License is granted for the operation of the Fintech Division within the Territory as  defined in this Agreement. The use of the Licensed Assets by the Licensee shall comply with all  applicable laws, regulations, and ordinances in the Territory. 

5. License Fee and Payment. As consideration for the non-exclusive license to use  the Licensed Assets granted under this Agreement, the Licensee shall pay to the Licensor a nominal  fee not to exceed One Hundred Dollars ($100.00) for the entire Term of sixteen (16) months. The  exact amount of the License Fee shall be agreed upon by the Parties in writing at the time of  execution of this Agreement. 

The Licensee shall be solely responsible for any costs or expenses required to operate or  exploit the Licensed Assets within the Territory, including without limitation, any related to software activation, hardware setup, and other preparatory actions necessary to restart the Fintech  business. 

The Licensee shall use the Licensed Assets in compliance with all applicable laws,  regulations and this Agreement. The Licensee shall not sublicense, assign, or transfer the Licensed Assets without the prior written consent of the Licensor. Any attempt to do so in violation of this  paragraph shall be null and void and may result in the immediate termination of this Agreement. 

This clause shall survive the termination or expiration of this Agreement. 

6. Confidentiality. Both the Licensor and the Licensee acknowledge that during the  Term of this Agreement, each party may be exposed to or acquire communication or data that is  confidential to the other party. The parties agree that all information relating to the business of the  disclosing party, including but not limited to the terms of this Agreement, the operations, processes,  product information, know-how, designs, trade secrets, software, market opportunities, and  customer information, whether written, oral, or electronic (the “Confidential Information”), is  confidential and of significant value to the disclosing party, which value would be impaired if such  information were disclosed to third parties. 

Accordingly, the parties agree that during the Term of this Agreement and thereafter, each  party shall:  

a. Use the Confidential Information solely for the purpose of using the  Licensed Assets to operate the Fintech business under the terms and conditions of this Agreement and not for any other purpose. 

b. Keep the Confidential Information strictly confidential and not disclose it  to any third party not related, affiliated or employed by the Licensee without the prior written consent of the disclosing party. 

c. Implement reasonable security measures to protect the Confidential  Information from unauthorized disclosure or use. 

d. Return or destroy all copies of the Confidential Information upon termination of this Agreement or at the request of the disclosing party. 

Notwithstanding the foregoing, Confidential Information shall not include information  that:

a. Is or becomes publicly known through no breach of this clause by the  receiving party.

b. Is received from a third party without breach of any obligation of confidentiality.

c. Was independently developed by the receiving party without use of the  disclosing party’s Confidential Information. 

d. Is required to be disclosed by law, provided that the disclosing party is  given reasonable notice of such requirement. 

7. Warranties and Representations. Each Party represents and warrants to the other  that the Party has the full power and authority to enter into this Agreement and to perform its  obligations hereunder; that the execution and delivery of this Agreement and the performance of  its obligations hereunder have been duly authorized by all necessary corporate action; and that this  Agreement constitutes a legal, valid, and binding obligation of each Party, enforceable accordance  with its terms. 

The Licensor represents and warrants to the Licensee that: 

a. It is the owner or the lawful licensee of the Licensed Assets and has the  right and authority to grant the license as contemplated by this Agreement.

b. The Licensed Assets are free from any liens, encumbrances, and third party claims, and the Licensor will indemnify the Licensee against any losses incurred as a result of breach of this warranty. 

c. It has not entered into any agreement or arrangement that would restrict or  hinder its ability to perform its obligations under this Agreement. 

d. The use of the Licensed Assets by the Licensee in accordance with the  terms of this Agreement will not infringe the intellectual property rights of  any third party. 

The Licensee represents and warrants to the Licensor that: 

a. It will use the Licensed Assets exclusively within the Territory and solely  in accordance with the terms and conditions of this Agreement. 

b. It will not modify, adapt, or create derivative works of the Licensed Assets  without the prior written consent of the Licensor. 

c. It will comply with all applicable laws and regulations in its use of the  Licensed Assets. 

d. It acknowledges that the License granted under this Agreement is non transferable, except upon the written consent of the Licensor. 

e. The Licensed Assets will remain free from any liens, encumbrances, and third-party  claims due to the actions of the Licensee under this Agreement, and the Licensee will  indemnify the Licensor against any losses incurred as a result of breach of this warranty. 

f. The Licensee will not use the Licensed Assets under this Agreement in a way that will  infringe the intellectual property rights of any third party. 

Both Parties agree that these warranties and representations are material and have been  relied upon by each Party in deciding to enter into this Agreement.

8. Indemnification. The parties shall mutually indemnify, defend, and hold harmless  each other, and their respective affiliates, officers, directors, employees, agents, successors, and  assigns (collectively, the “Indemnified Parties”) from and against any claims, damages, liabilities,  costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: 

a. The use of the Licensed Assets by the Licensee or any of its assigns,  including any claim that such use infringes upon, violates, or  misappropriates any third party’s intellectual property rights or other rights; 

b. Any breach by the Licensee of any representation, warranty, covenant, or  agreement made by the Licensee under this Agreement; 

c. Any negligent or more culpable act or omission (including any reckless or  willful misconduct) by the Licensee or any of its employees, agents, or  assigns in connection with the performance of its obligations under this  Agreement. 

This indemnification obligation shall survive the termination or expiration of this Agreement. 

9. Limitation of Liability. Notwithstanding anything to the contrary in this  Agreement, neither party shall be liable to the other party for any indirect, special, incidental,  consequential, or punitive damages, including but not limited to loss of profits, data, business, or  goodwill, arising out of or in connection with this Agreement, whether the action is in contract, tort  (including negligence), or otherwise, even if the party has been advised of the possibility of such  damages. 

Furthermore, the total liability of the Licensor to the Licensee for any claims arising out of  or in connection with this Agreement shall not exceed one million dollars ($1,000,000). This  limitation of liability is cumulative and not per incident. Nothing in this clause shall limit or exclude  liability for: 

a. Death or personal injury caused by negligence; 

b. Fraud or fraudulent misrepresentation; 

c. Any other matter for which it would be illegal or unlawful to exclude or  attempt to exclude liability. 

This limitation of liability clause shall survive the termination or expiration of this  Agreement. 

10. Termination.. 

Either party may terminate this Agreement before the expiration of the Term in the event  of a material breach by the other party. The party intending to terminate for breach must provide  the breaching party with a written notice of breach, specifying the nature of the breach. The  breaching party shall have ninety (90) days from the receipt of such notice to cure the breach, or  such more extended period as may be reasonably necessary if the breach cannot be cured within  sixty (60) days despite diligent efforts. If the breach is not cured within this period, the Agreement  may be terminated by the non-breaching party.

Upon termination of this Agreement, the Licensee shall have a 180-day wind-down period  to transition operations and shall then return or destroy all copies of the Licensed Assets, with  Licensor providing reasonable assistance during this transition period at no additional cost,  including any Confidential Information, in its possession or control. The Licensee shall provide a  written certification to the Licensor that all such materials have been returned or destroyed. 

11. Compliance with Laws. Both the Licensor and the Licensee shall comply with all  applicable laws, statutes, regulations, and ordinances of the jurisdiction of Florida, and any other  relevant jurisdictions, in the performance of their obligations under this Agreement. This includes,  but is not limited to, compliance with laws relating to the licensing, use, and exploitation of the  Licensed Assets, data protection and privacy laws, anti-corruption laws, and any other laws relevant  to the use of the Licensed Assets within the Territory. 

Failure by either party to comply with the foregoing shall constitute a material breach of  this Agreement, which may result in immediate termination of this Agreement by the non breaching party, in addition to any other remedies available at law or in equity. The breaching party  shall indemnify and hold harmless the Indemnified Parties from and against any losses, damages,  liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to such  non-compliance. 

12. Dispute Resolution-Mandatory and Binding Arbitration. The Parties agree that  any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement,  or the breach, termination, enforcement, interpretation, or validity thereof, including any dispute or  claim related to the Closing, post-closing obligations of the Parties, or the operations of the Buyer  as recapitalized, shall be exclusively and finally resolved through expedited arbitration. In the event  either Party is named in litigation by a third party relating to the Fintech division assets or their  operation, the Parties agree to cooperate in good faith in the defense of such claims, including  providing relevant documentation, testimony, and reasonable assistance to each other. The  arbitration shall be conducted before a three-arbitrator panel by the following procedure: 

a. Written Notification. Any Party intending to initiate arbitration shall first provide  written notification to the other Party or Parties detailing the nature of the dispute, controversy, or  claim. 

b. Face-to-Face Meeting. Upon receipt of such written notification, the Parties agree  to schedule and attend a face-to-face meeting within thirty (30) days, during which they shall use  their best efforts to resolve the dispute amicably. 

c. Arbitration. Suppose the dispute cannot be resolved through a face-to-face  meeting. In that case, any Party may submit the matter to arbitration under the auspices of the  American Arbitration Association (AAA) in Miami, Florida, under its then-prevailing arbitration  rules and procedures. Each Party shall select one arbitrator, and the two arbitrators so selected shall  choose the third arbitrator. The three-arbitrator panel shall hear the dispute and render a final and  binding decision. 

d. Remedies. This mandatory and binding arbitration provision shall be the sole and  exclusive remedy for any dispute arising under or related to this Agreement, except that either party  may seek temporary or preliminary injunctive relief in court. The Parties expressly waive any right  to pursue other remedies in court, including any right to a jury trial, except as may be necessary to  enforce an arbitration award, seek injunctive relief, or unless otherwise required by law. The  Company shall bear all costs of arbitration, including the arbitrator’s fees. It shall defend, indemnify, and hold Executive harmless from any claims, liabilities, damages, costs, or expenses  (including reasonable attorneys’ fees) arising from or relating to Executive’s operation of the  Fintech division, except for claims arising from Executive’s gross negligence or willful misconduct.  This indemnification obligation shall survive the termination of this Agreement. 

Miscellaneous

a. This Agreement shall be governed by and construed in accordance with the  laws of the State of Florida, without regard to its conflict of laws principles. Any disputes arising  out of or in connection with this Agreement, including any question regarding its existence,  validity, or termination, shall be referred to and finally resolved by arbitration under the rules of  the American Arbitration Association. The arbitration shall take place in Miami, Florida, and shall  be conducted in the English language by one arbitrator appointed in accordance with said rules. 

b. Neither this Agreement nor any of the rights, interests, or obligations  hereunder shall be assigned by the Licensee without the prior written consent of the Licensor, which  consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Licensee  may assign this Agreement in whole or in part to any of its affiliates or in connection with a merger,  acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that  the assignee agrees in writing to be bound by the terms and conditions of this Agreement. 

c. Any notice or other communication required or permitted to be given  hereunder shall be in writing and shall be deemed effectively given upon personal delivery to the  party to be notified, or three (3) days after deposit with the United States Postal Service, by  registered or certified mail, postage prepaid, addressed to the party to be notified at the address  indicated in this Agreement, or at such other address as such party may designate by ten (10) days’  advance written notice to the other party. 

d. This Agreement constitutes the entire agreement between the parties with  respect to the subject matter hereof and supersedes all prior agreements, understandings,  negotiations, and discussions, whether oral or written, of the parties. No amendment or  modification of this Agreement shall be valid unless in writing and signed by both parties. 

e. If any provision of this Agreement is held to be invalid, illegal, or  unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any  way be affected or impaired thereby. The parties agree to replace any invalid, illegal, or  unenforceable provision with a valid provision that most closely approximates the intent and  economic effect of the invalid, illegal, or unenforceable provision. 

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Agreement  to be signed by their duly authorized representatives. 

Exhibit A 

Cuentas Inc. Fintech Non-Telcom/MVNO Assets Overview 

September 18, 2025 

Company Name: Cuentas Inc. 

Headquarters: Miami Beach, Florida 

Website: www.cuentas.com 

Michael De Prado (“De Prado”) 

Co Founder, Executive Vice Chairman & President 

954-870-2032 michael@cuentas.com 

InComm – Cuentas Relationship 

Since 2012, Cuentas has maintained a continuousstrategic partnership with InComm,

now  extended through 2029. 

Leveraging InComm’s FinTech, Distribution & Payments Infrastructure. Cuentas Mobile App: Digital Wallet, Virtual Store, Fintech & Important Services Benefits: Real Time transactions, free On-Net transfers, Virtual Marketplace General-Purpose Reloadable (GPR) Cards: FDIC insured, Early Payday, US & Intl. ATMs. Distribution of 3rd party gift cards – many discounted in real time. Hundreds available. Distribution of US & International Mobile Topups. 

Distribution of digital gaming products: Xbox, Playstation, Nintendo, etc. Distribution of metropolitan transit cards (NY-OMNY, LAX-TAP, etc) Cuentas has the source code to the mobile app platform for Android & IOS devices. 

InComm Payments Overview 

Market penetration: Over 210,000 retail locations in the US and over 525,000 retail and online distribution points worldwide – in approx. 200 countries. 

Core Business: - Prepaid cards, payment platforms, and bill payment services Key Products: Gift/reloadable/healthcare cards, POSA tech, loyalty & incentive platforms. Developing a closed-loop global financial network independent of Visa, Mastercard, and AmEx. 

Money Transmitter Licenses (MTLs) in 21 countries. 

Revenue: $68 billion annual revenue-transaction fees, interchange capture, cash-in/out, etc. 

Recognition: Named “Best Overall FinTech Company” at the 2024 - 8th Annual FinTech Breakthrough Awards

InComm Payments Overview
Market penetration: Over 210,000 retail locations in the US and over 525,000 retail and online 

Schedule A – Fintech Assets

The Fintech Assets to be transferred in the Asset Sale shall include the following: 

1. 16 month exclusive licensing agreement for use and access to Fintech Assets listed below  (the “Fintech Assets”) which terminates upon option Holder’s exercise of note, as listed in  Note Two, being the exclusive option to demand either (i) payment in cash of the outstanding  principal and accrued interest, or (ii) the Maker transfer through a certificate of sale all of the  Maker’s non-telcom/MVNO assets that comprise the Fintech division. This licensing  agreement will be completed within the next 5 business days. The following assets will be  held in AM Law’s escrow account until either option in Note Two is exercised. 2. Technology & Intellectual Property related to the Fintech division:

3. Digital Accounts & Data related to the Fintech division

4. Contracts & Agreements related to the Fintech division 

5. Applications & Media related to the Fintech division 

6. Miscellaneous Assets related to the Fintech division 

Schedule B – Excluded Telcom/MVNO Assets 

The following assets are expressly excluded from the Asset Sale and shall remain the property of  Seller: 

7. 1. Telcom/MVNO Assets 

8. 2. General Exclusion 

Exhibit 10.19

ALLONGE TO SECURED PROMISSORY NOTE

This Allonge to the Secured Promissory Note One (the “Allonge”) is made and entered into as of September 18, 2025, by and between Cuentas, Inc., a Florida corporation (“Maker”), and Michael de Prado (“Holder”).

Recitals

WHEREAS, the Maker and Holder are parties to that particular Secured Promissory Note dated September 18, 2025 (the “Note”) in the original principal amount of $473,000, together with interest thereon; and

WHEREAS, the parties desire to afford Holder the option to convert up to 50% of the outstanding indebtedness into shares under the following terms and conditions for the benefit of Maker, which will be able to retain more working capital in the event Holder exercises such options.

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

1. Conversion Right. Holder shall have the right, at his option, to convert up to fifty percent (50%) of the outstanding principal amount of the Note, plus accrued but unpaid interest thereon, into shares of common stock of the Maker at a conversion price of $0.42 per share. The Maker shall ensure that a sufficient number of shares are authorized and reserved for issuance upon such conversion.

2. Registration Rights. Holder shall have the right to include the shares obtained through conversion in the following registration statement filed by the Maker. The Maker shall bear all registration expenses, excluding Holder’s counsel fees, and shall provide HOLDER with written notice of its intention to file a registration statement at least thirty (30) days prior to the anticipated filing date.

3. Unregistered Securities Language. The shares issued upon conversion shall be deemed unregistered securities under the Securities Act of 1933, as amended. The certificates representing such shares shall bear a restrictive legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT”.

4. Rationale. The parties agree that it is in the Maker’s best interest to retain more capital for business growth instead of paying off the Holder note.

5. Governing Law. This Allonge shall be governed by, and construed in accordance with, the laws of the State of Florida.

6. Counterparts and Entire Agreement. This Allonge may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. This Allonge constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF

The parties have executed this Allonge as of the date first above written.

MAKER:

CUENTAS, INC.

HOLDER:

Exhibit 10.20

PROMISSORY NOTE

For value received, Cuentas, Inc., a Florida corporation (the “Maker”), hereby promises to pay to AM LAW LLC, a law firm located at 10743 SW 104^th Street, Miami, Florida 33176 (the “Holder”), the principal sum of Three Hundred Eight Thousand Dollars ($308,000) (the “Loan”), together with interest on the principal balance of the Loan from time to time outstanding, in lawful money of the United States of America and in immediately available funds, pursuant to the terms and conditions set forth below (this “Note”). General Terms.

(a) All amounts outstanding under this Note, including all accrued but unpaid interest and other amounts payable under this Note, shall be due and payable upon the earlier of (i) consummation of an equity financing transaction for capital raising purposes in an aggregate amount of at least $2,000,000 (a “Qualified Financing”) or (ii) one year following the execution date of the note (the “Maturity Date”). Any failure to pay by the Maturity Date after notice in accordance with Paragraph 5 below, shall constitute an Event of Default, with interest accruing at the default rate of 6% per annum until paid in full.

(b) Interest on the Loan shall accrue at a rate of 2.0% per annum (the “Interest Rate”) on the outstanding principal balance of the Loan from the date the Loan was made until the Loan is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise. All computations of interest shall be made based on a year of 365 or 366 days, as the case may be, and the actual number of days in the year elapsed. Interest shall accrue on the Loan on the day on which the Loan is made and shall not accrue on the Loan on the day on which it is repaid in full.

(30) days before the filing. The Holder shall have five (5) days following receipt of such notice to request inclusion of the Conversion Shares in the Registration Statement by written notice to the Maker specifying the number of Conversion Shares to be included.

Subject to the written consent of the Holder and its conversion rights, the Maker may prepay the Loan in whole or in part at any time or from time to time, without incurring any premium or penalty of any kind. No prepaid amount may be reborrowed.

(a) Any payments made under this Note shall be applied first to accrued but unpaid interest, and the balance, if any, shall be applied to the outstanding principal amount of the Loan.

(b) If any payment of principal or interest under this Note is due on a day that is not a business day, such fee will be due on the next succeeding business day.

(c) Payments under this Note shall be made regardless of any existing credit facilities or their terms. This Note and the security interests granted under the Security Agreement shall not be subordinated to any other obligations of the Maker without the prior written consent of the Holder.

The occurrence of any one or more of the following events with respect to the Maker shall constitute an event of default hereunder (each, an “Event of Default”), if and only if written notice is given and a cure period described below:

(a) if the Maker shall fail to pay when due any payment due under this Note in accordance with Section 1 and such failure shall continue for thirty (30) business days after the due date thereof and notice to Maker by Holder; or

(b) (i) if the Maker shall voluntarily commence any proceeding or file any petition seeking relief under any Federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect, or if any action is taken by the Payee that could impair or adversely affect the security interests, such impairment to be determined by an independent third-party arbitrator and subject to a cure period of not less than 30 days following written notice, (ii) if the Maker shall apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Maker or for a substantial part of the Maker’s assets, (iii) if a proceeding shall have been instituted by any person in a court having seeking a decree or order for relief in respect of the Maker in an involuntary case under any Federal, state or foreign bankruptcy, insolvency or similar law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Maker, or for any substantial part of the Maker’s assets, or for the winding-up or liquidation of its affairs, (iv) if the Maker shall file an answer admitting the material allegations of a petition filed against the Maker in any such proceeding, (v) if the Maker shall make a general assignment for the benefit of creditors or (v) if the Maker shall take any action for the purpose of effecting any of the foregoing.

Upon the occurrence of an Event of Default described in clause (a) above, the Maker shall have ninety (90) days following receipt of written notice from the Holder to cure such default (the “Cure Period”). If such default is not cured within the Cure Period, the entire unpaid principal balance hereof and any accrued but unpaid interest or other amounts payable hereunder shall become immediately due and payable.

Any disputes regarding an Event of Default shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Miami-Dade County, Florida, by a single arbitrator selected in accordance with AAA rules. The arbitrator shall be a licensed Florida attorney with a minimum of 15 years of experience in commercial and financial matters. Each party shall bear its own attorneys’ fees and costs, and the parties shall share equally the arbitrator’s fees and administrative costs unless otherwise required by law. The arbitrator shall have the power to award any remedy that a court under Florida law could award. The arbitration proceedings and award shall be confidential, except as required by law or necessary for enforcement. Either party may seek emergency injunctive relief from a court of competent jurisdiction in Florida before, during, or after the pendency of any arbitration proceeding. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction in Florida.

Upon the occurrence of an Event of Default, subject to the Makers right under Paragraph 2(b) hereof, except for the notice and Cure Period set forth above, the entire unpaid principal balance hereof and any accrued but unpaid interest or other amounts payable hereunder shall automatically become immediately due and payable without the need for the Holder to give any notice to the Maker and without any right of the Maker to cure such Event of Default.

(a) To the extent permitted by law, the Maker hereby waives presentment, protest, and notice of dishonor and protest and agrees that its liability under this Note shall not be affected by any renewal or extension in the time of payment hereof, or by any indulgences, and hereby consents to any renewals, extensions, indulgences, releases or changes, regardless of the number of such renewals, extensions, indulgences, releases or alterations.

(b) Maker acknowledges that the total principal owed to Holder of $308,000 is the aggregate amount of fees and costs due to Holder for legal services rendered during the last two years that Cuentas’ was unable to pay because of lack of cash flow and Cuentas acknowledges that the hourly billing rate of Gary Murphree, Esq. of $300 per hour for all corporate work and that the total hours expended are reasonable. Cuentas waives any and all rights to later contest the amount or the overall reasonableness of the fees.

All notices and other communications required or permitted hereunder shall be (a) (i) in writing and shall be deemed effectively given upon personal delivery (which may be evidenced by a return receipt if sent by registered mail or by signature if delivered by courier or delivery service) or (ii) sent by facsimile or by electronic mail and shall be deemed effectively given upon receipt of confirmation of delivery and (b) addressed if to the Holder or the Maker, at the address of the Holder or the Maker outlined in the books and records of the Maker from time to time.

This Note and the obligations and/or rights hereunder shall not be assigned or transferred by either party without the express prior written consent of the other party, provided that any such consent shall not be unreasonably withheld, conditioned, or delayed, and any attempted assignment without consent shall be void. Both parties shall have equal rights to assign or transfer, subject to mutual agreement, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment without such consent shall be void. In the event of any permitted assignment by the Maker, the assignor shall remain secondarily liable for all obligations hereunder. Any assignment by the Holder shall release the Holder from all obligations upon the effective date of such assignment.

Any provision of this Note that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note. No amendment, modification, termination, or waiver of any provision of this Note, nor consent to any departure by either party, the Maker, from any term of this Note, shall in any event be effective unless it is in writing and signed by both parties. Any delay or failure to enforce any provision shall not constitute a waiver of that or any other provision. Then, such waiver or consent shall be effective only in the specific instance and for the particular purpose for which it is given.

Upon receipt by the Maker of evidence reasonably satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Maker, and upon prompt reimbursement to the Maker of all reasonable business expenses incidental thereto, with standard documentation, and any expense limits to be mutually agreed upon in writing, or, in the case of mutilation or transfer of this Note, upon surrender and cancellation of this Note, the Maker will make and deliver a new Note of like tenor, instead of this Note.

This Note may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that not all parties are signatories to the counterpart. This Note may be executed and delivered by facsimile or other form of electronic transfer.

THIS NOTE SHALL AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR STATUTE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS NOTE, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS NOTE (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS NOTE OR AS AN INDUCEMENT TO ENTER INTO THIS NOTE), SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA, INCLUDING ITS STATUTES OF LIMITATIONS. THE PARTIES MAY BRING ACTIONS IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF FLORIDA, WITH EACH PARTY

RETAINING THE RIGHT TO REMOVE TO FEDERAL COURT WHERE PERMITTED BY LAW.

13. Waiver of Jury Trial. Each Party hereby knowingly, voluntarily, and irrevocably waives any rights to a trial by jury in any legal proceeding arising out of or directly related to this Agreement, provided that such waiver is permitted by applicable law, including any claims, counterclaims, cross-claims, or third-party claims. The Parties acknowledge that this waiver is a material inducement for entering into this Agreement and that they have had an opportunity to consult with legal counsel regarding this provision. The Parties further agree that any legal proceedings will be conducted in a bench trial before a judge without a jury.

IN WITNESS WHEREOF, the undersigned has duly executed this Note as of the date first written above.

Exhibit 10.21

PROMISSORY NOTE

For value received, Cuentas, Inc., a Florida corporation (the “Maker”), hereby promises to pay to SHALOM ARIK MAIMON, an individual located at 520 West Ave, Apt 701, Miami Beach, FL 33139 (the “Holder"), the principal sum of Five Hundred Eighty Six Thousand Eighty Seven Dollars and 62 cents ($586,087.62) (the “Loan"), together with interest on the principal balance of the Loan from time to time outstanding, in lawful money of the United States of America and in immediately available funds, pursuant to the terms and conditions set forth below (this “Note”). General Terms.

Subject to the written consent of the Holder and its conversion rights, the Maker may prepay the Loan in whole or in part at any time or from time to time, without incurring any premium or penalty of any kind. No prepaid amount may be reborrowed.

The occurrence of any one or more of the following events with respect to the Maker shall constitute an event of default hereunder (each, an “Event of Default”), if and only if written notice is given and a cure period described below:

Upon the occurrence of an Event of Default described in clause (a) above, the Maker shall have ninety (90) days following receipt of written notice from the Holder to cure such default (the "Cure Period"). If such default is not cured within the Cure Period, the entire unpaid principal balance hereof and any accrued but unpaid interest or other amounts payable hereunder shall become immediately due and payable.

Any disputes regarding an Event of Default shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Miami-Dade County, Florida, by a single arbitrator selected in accordance with AAA rules. The arbitrator shall be a licensed Florida attorney with a minimum of 15 years of experience in commercial and financial matters. Each party shall bear its own attorneys' fees and costs, and the parties shall share equally the arbitrator's fees and administrative costs unless otherwise required by law. The arbitrator shall have the power to award any remedy that a court under Florida law could award. The arbitration proceedings and award shall be confidential, except as required by law or necessary for enforcement. Either party may seek emergency injunctive relief from a court of competent jurisdiction in Florida before, during, or after the pendency of any arbitration proceeding. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction in Florida.

Upon the occurrence of an Event of Default, subject to the Makers right under Paragraph 2(b) hereof, except for the notice and Cure Period set forth above, the entire unpaid principal balance hereof and any accrued but unpaid interest or other amounts payable hereunder shall automatically become immediately due and payable without the need for the Holder to give any notice to the Maker and without any right of the Maker to cure such Event of Default.

All notices and other communications required or permitted hereunder shall be (a) (i) in writing and shall be deemed effectively given upon personal delivery (which may be evidenced by a return receipt if sent by registered mail or by signature if delivered by courier or delivery service) or (ii) sent by facsimile or by electronic mail and shall be deemed effectively given upon receipt of confirmation of delivery and (b) addressed if to the Holder or the Maker, at the address of the Holder or the Maker outlined in the books and records of the Maker from time to time.

This Note and the obligations and/or rights hereunder shall not be assigned or transferred by either party without the express prior written consent of the other party, provided that any such consent shall not be unreasonably withheld, conditioned, or delayed, and any attempted assignment without consent shall be void. Both parties shall have equal rights to assign or transfer, subject to mutual agreement, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment without such consent shall be void. In the event of any permitted assignment by the Maker, the assignor shall remain secondarily liable for all obligations hereunder. Any assignment by the Holder shall release the Holder from all obligations upon the effective date of such assignment.

Any provision of this Note that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note. No amendment, modification, termination, or waiver of any provision of this Note, nor consent to any departure by either party, the Maker, from any term of this Note, shall in any event be effective unless it is in writing and signed by both parties. Any delay or failure to enforce any provision shall not constitute a waiver of that or any other provision. Then, such waiver or consent shall be effective only in the specific instance and for the particular purpose for which it is given.

Upon receipt by the Maker of evidence reasonably satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Maker, and upon prompt reimbursement to the Maker of all reasonable business expenses incidental thereto, with standard documentation, and any expense limits to be mutually agreed upon in writing, or, in the case of mutilation or transfer of this Note, upon surrender and cancellation of this Note, the Maker will make and deliver a new Note of like tenor, instead of this Note.

This Note may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that not all parties are signatories to the counterpart. This Note may be executed and delivered by facsimile or other form of electronic transfer.

THIS NOTE SHALL AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR STATUTE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS NOTE, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS NOTE (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS NOTE OR AS AN INDUCEMENT TO ENTER INTO THIS NOTE), SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA, INCLUDING ITS STATUTES OF LIMITATIONS. THE PARTIES MAY BRING ACTIONS IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF FLORIDA, WITH EACH PARTY

RETAINING THE RIGHT TO REMOVE TO FEDERAL COURT WHERE PERMITTED BY LAW.

13. Waiver of Jury Trial. Each Party hereby knowingly, voluntarily, and irrevocably waives any rights to a trial by jury in any legal proceeding arising out of or directly related to this Agreement, provided that such waiver is permitted by applicable law, including any claims, counterclaims, cross-claims, or third-party claims. The Parties acknowledge that this waiver is a material inducement for entering into this Agreement and that they have had an opportunity to consult with legal counsel regarding this provision. The Parties further agree that any legal proceedings will be conducted in a bench trial before a judge without a jury.

IN WITNESS WHEREOF, the undersigned has duly executed this Note as of the date first written above.

Exhibit 10.22

PROMISSORY NOTE

For value received, Cuentas, Inc., a Florida corporation (the “Maker”), hereby promises to pay to MATTHEW SCHULMAN, an individual located at 9715 NW 51^st Ter, Doral , FL 33178 (the “Holder”), the principal sum of One Hundred Twelve Thousand Nine Hundred Dollars and 11 cents ($112,900.11) (the “Loan”), together with interest on the principal balance of the Loan from time to time outstanding, in lawful money of the United States of America and in immediately available funds, pursuant to the terms and conditions set forth below (this “Note”). General Terms.

(a) All amounts outstanding under this Note, including all accrued but unpaid interest and other amounts payable under this Note, shall be due and payable upon the earlier of (i) consummation of an equity financing transaction for capital raising purposes in an aggregate amount of at least $2,000,000 (a “Qualified Financing”) or (ii) one year following the execution date of the note (the “Maturity Date”). Any failure to pay by the Maturity Date after notice in accordance with Paragraph 5 below, shall constitute an Event of Default, with interest accruing at the default rate of 6% per annum until paid in full.

(b) Interest on the Loan shall accrue at a rate of 2.0% per annum (the “Interest Rate”) on the outstanding principal balance of the Loan from the date the Loan was made until the Loan is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise. All computations of interest shall be made based on a year of 365 or 366 days, as the case may be, and the actual number of days in the year elapsed. Interest shall accrue on the Loan on the day on which the Loan is made and shall not accrue on the Loan on the day on which it is repaid in full.

Subject to the written consent of the Holder and its conversion rights, the Maker may prepay the Loan in whole or in part at any time or from time to time, without incurring any premium or penalty of any kind. No prepaid amount may be reborrowed.

(a) Any payments made under this Note shall be applied first to accrued but unpaid interest, and the balance, if any, shall be applied to the outstanding principal amount of the Loan.

(b) If any payment of principal or interest under this Note is due on a day that is not a business day, such fee will be due on the next succeeding business day.

(c) Payments under this Note shall be made regardless of any existing credit facilities or their terms. This Note and the security interests granted under the Security Agreement shall not be subordinated to any other obligations of the Maker without the prior written consent of the Holder.

The occurrence of any one or more of the following events with respect to the Maker shall constitute an event of default hereunder (each, an “Event of Default”), if and only if written notice is given and a cure period described below:

(a) if the Maker shall fail to pay when due any payment due under this Note in accordance with Section 1 and such failure shall continue for thirty (30) business days after the due date thereof and notice to Maker by Holder; or

(b) (i) if the Maker shall voluntarily commence any proceeding or file any petition seeking relief under any Federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect, or if any action is taken by the Payee that could impair or adversely affect the security interests, such impairment to be determined by an independent third-party arbitrator and subject to a cure period of not less than 30 days following written notice, (ii) if the Maker shall apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Maker or for a substantial part of the Maker’s assets, (iii) if a proceeding shall have been instituted by any person in a court having seeking a decree or order for relief in respect of the Maker in an involuntary case under any Federal, state or foreign bankruptcy, insolvency or similar law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Maker, or for any substantial part of the Maker’s assets, or for the winding-up or liquidation of its affairs, (iv) if the Maker shall file an answer admitting the material allegations of a petition filed against the Maker in any such proceeding, (v) if the Maker shall make a general assignment for the benefit of creditors or (v) if the Maker shall take any action for the purpose of effecting any of the foregoing.

Upon the occurrence of an Event of Default described in clause (a) above, the Maker shall have ninety (90) days following receipt of written notice from the Holder to cure such default (the “Cure Period”). If such default is not cured within the Cure Period, the entire unpaid principal balance hereof and any accrued but unpaid interest or other amounts payable hereunder shall become immediately due and payable.

Any disputes regarding an Event of Default shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Miami-Dade County, Florida, by a single arbitrator selected in accordance with AAA rules. The arbitrator shall be a licensed Florida attorney with a minimum of 15 years of experience in commercial and financial matters. Each party shall bear its own attorneys’ fees and costs, and the parties shall share equally the arbitrator’s fees and administrative costs unless otherwise required by law. The arbitrator shall have the power to award any remedy that a court under Florida law could award. The arbitration proceedings and award shall be confidential, except as required by law or necessary for enforcement. Either party may seek emergency injunctive relief from a court of competent jurisdiction in Florida before, during, or after the pendency of any arbitration proceeding. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction in Florida.

Upon the occurrence of an Event of Default, subject to the Makers right under Paragraph 2(b) hereof, except for the notice and Cure Period set forth above, the entire unpaid principal balance hereof and any accrued but unpaid interest or other amounts payable hereunder shall automatically become immediately due and payable without the need for the Holder to give any notice to the Maker and without any right of the Maker to cure such Event of Default.

(a) To the extent permitted by law, the Maker hereby waives presentment, protest, and notice of dishonor and protest and agrees that its liability under this Note shall not be affected by any renewal or extension in the time of payment hereof, or by any indulgences, and hereby consents to any renewals, extensions, indulgences, releases or changes, regardless of the number of such renewals, extensions, indulgences, releases or alterations.

(b) Maker acknowledges that the total principal owed to Holder of $586,087.62 is the aggregate amount of salary and benefits due to Holder for services rendered during the last two years that Cuentas’ was unable to pay because of lack of cash flow and Cuentas acknowledges that the amount due for all work is reasonable. Cuentas waives any and all rights to later contest the amount or the overall reasonableness of the amount.

All notices and other communications required or permitted hereunder shall be (a) (i) in writing and shall be deemed effectively given upon personal delivery (which may be evidenced by a return receipt if sent by registered mail or by signature if delivered by courier or delivery service) or (ii) sent by facsimile or by electronic mail and shall be deemed effectively given upon receipt of confirmation of delivery and (b) addressed if to the Holder or the Maker, at the address of the Holder or the Maker outlined in the books and records of the Maker from time to time.

This Note and the obligations and/or rights hereunder shall not be assigned or transferred by either party without the express prior written consent of the other party, provided that any such consent shall not be unreasonably withheld, conditioned, or delayed, and any attempted assignment without consent shall be void. Both parties shall have equal rights to assign or transfer, subject to mutual agreement, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment without such consent shall be void. In the event of any permitted assignment by the Maker, the assignor shall remain secondarily liable for all obligations hereunder. Any assignment by the Holder shall release the Holder from all obligations upon the effective date of such assignment.

Any provision of this Note that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note. No amendment, modification, termination, or waiver of any provision of this Note, nor consent to any departure by either party, the Maker, from any term of this Note, shall in any event be effective unless it is in writing and signed by both parties. Any delay or failure to enforce any provision shall not constitute a waiver of that or any other provision. Then, such waiver or consent shall be effective only in the specific instance and for the particular purpose for which it is given.

Upon receipt by the Maker of evidence reasonably satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Maker, and upon prompt reimbursement to the Maker of all reasonable business expenses incidental thereto, with standard documentation, and any expense limits to be mutually agreed upon in writing, or, in the case of mutilation or transfer of this Note, upon surrender and cancellation of this Note, the Maker will make and deliver a new Note of like tenor, instead of this Note.

This Note may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that not all parties are signatories to the counterpart. This Note may be executed and delivered by facsimile or other form of electronic transfer.

THIS NOTE SHALL AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR STATUTE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS NOTE, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS NOTE (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS NOTE OR AS AN INDUCEMENT TO ENTER INTO THIS NOTE), SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA, INCLUDING ITS STATUTES OF LIMITATIONS. THE PARTIES MAY BRING ACTIONS IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF FLORIDA, WITH EACH PARTY RETAINING THE RIGHT TO REMOVE TO FEDERAL COURT WHERE PERMITTED BY LAW.

13.  Waiver of Jury Trial. Each Party hereby knowingly, voluntarily, and irrevocably waives any rights to a trial by jury in any legal proceeding arising out of or directly related to this Agreement, provided that such waiver is permitted by applicable law, including any claims, counterclaims, cross-claims, or third-party claims. The Parties acknowledge that this waiver is a material inducement for entering into this Agreement and that they have had an opportunity to consult with legal counsel regarding this provision. The Parties further agree that any legal proceedings will be conducted in a bench trial before a judge without a jury.

IN WITNESS WHEREOF, the undersigned has duly executed this Note as of the date first written above.

Exhibit 10.23

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $293,043.81 principal amount of the Note (defined below) together with $0.00 of accrued and unpaid interest thereto, totaling $293,043.81 into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Cuentas, Inc., a Florida corporation (the “Maker”), according to the conditions of the convertible promissory note of the Maker dated as of October 17, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[   ] The Maker shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

[   ] The undersigned hereby requests that the Maker issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name: Shalom Arik Maimon

Address: 520 West Ave, Apt 701, Miami Beach, FL 33178

Date of Conversion: October 23, 2025

Applicable Conversion Price: $0.42

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes: 697,723

Amount of Principal Balance Due remaining

Under the Note after this conversion: $293,043.81

Accrued and unpaid interest remaining: $0.00

Exhibit 10.24

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $154,000.00 principal amount of the Note (defined below) together with $0.00 of accrued and unpaid interest thereto, totaling $154,000.00 into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Cuentas, Inc., a Florida corporation (the “Maker”), according to the conditions of the convertible promissory note of the Maker dated as of October 17, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[  ] The Maker shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

[   ] The undersigned hereby requests that the Maker issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name: AM Law PLLC

Address: 10743 SW 104^th Street, Miami, Florida 33176

Date of Conversion: October 23, 2025

Applicable Conversion Price: $0.42

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes: 366,666

Amount of Principal Balance Due remaining

Under the Note after this conversion: $154,000

Accrued and unpaid interest remaining: $0.00