Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of February 2, 2023 (the “Effective Date”), is entered into between Core Development Holdings Corporation, a Florida corporation (“Seller”) and Cuentas Inc., a Florida corporation (“Buyer”). Seller and Buyer may each be referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Seller and Buyer have entered into that certain Binding Letter of Intent (“BLOI”), dated on or about December 30, 2022;

WHEREAS, on the Effective Date, Seller and Buyer have entered into that certain Amendment to the BLOI (the Amendment and BLOI hereafter collectively referred to as the “Amended BLOI”) to provide that the Parties desire to consummate the purchase and sale of a reduced percentage membership interest of Seller in 4280 Lakewood Road Manager LLC (“4280 Manager”) under the terms and conditions set forth in this Agreement; and

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

1. Defined Terms. Terms not defined in this Agreement shall have the meaning as defined in the Amended BLOI. To the extent, there is a conflict in the defined terms and conditions of the Amendment to BLOI and BLOI, the terms and conditions in this Agreement shall control.

2. CUEN Shares Issued To Seller. At Closing, as defined in Section 6 in this Agreement, Buyer shall issue or deliver to the Escrow Agent shares or documents that authorize the issuance to Seller of 3,838,657 Cuentas (CUEN) common shares (“CUEN Shares”) to be held in trust by Escrow Agent pending satisfaction of the Escrow Release.

3. Ascribed Purchase Price. The Parties ascribe a value of $1,195,195 (the “Purchase Price”) to the CUEN Shares to be issued by Buyer to Seller under Section 2 of this Agreement.

4. Membership Interest Transferred and Assigned to Buyer. Seller shall execute and deliver to Escrow Agent an assignment of its right, title and interest in 6.0% (the “6.0% Assigned Interest”) of its current ownership of 29.3% interest in 4280 Manager to be held in trust by Escrow Agent until satisfaction of the Escrow Release Conditions. Upon release from trust by Escrow Agent, Buyer shall own a 6.0% interest and Seller shall retain ownership of a 23.3% interest in 4280 Manager. Pursuant to the terms and conditions of the Amended BLOI, the 6.0% Assigned Interest may increase or decrease depending on the final appraised value of Seller’s pre-closing 29.3% interest in 4280 Manager, which owns a 86.45% in 4280 Lakewood Road, LLC (“4280 Developer”), which owns that certain 96 unit apartment complex being developed in Palm Beach County, Florida (the “4280 Project”).

5. Closing.

a. At Closing, or as soon thereafter as is practicable: (i) Seller shall execute and deliver to Escrow Agent an assignment of the 6.0% Assigned Interest to Buyer in the form attached as Exhibit A and (ii) Buyer shall execute and deliver to Escrow Agent certificates evidencing the issuance of the CUEN Shares in the name of Seller to be released from escrow by the Escrow Agent upon satisfaction of the Escrow Release Conditions defined in Subsection (b) below.

b. Escrow Release Conditions. On or before 45 days from the Effective Date, Seller shall either (i) deliver to Escrow Agent (i) the fully executed written consent of the members and managers of 4280 Manager to Cuentas admission as a 6.0% interest holder in 4280 Manager in the form attached as Exhibit B (“4280 Consent”) or (ii) wire transfer in cleared funds into the trust account of Escrow Agent the Purchase Price of $1,195,195. Upon Seller’s compliance with its obligation under either (i) or (ii) immediately set forth above, Escrow Agent shall provide written notice to Seller and Buyer who shall confirm in writing to Escrow Agent their consent to Escrow Agent’s release of the CUEN Shares to Seller and release of the 6.0% Assigned Interest or the $1,195,195, as the case maybe, to Buyer. Seller’s satisfaction of its obligation under (i) or (ii) and Buyer and Seller’s written consent to Escrow Agent to release the escrow funds or interests shall be defined as the “Escrow Release Conditions.” Upon occurrence of the Escrow Release Conditions, Escrow Agent shall forthwith return to Seller, Seller’s assignment of the 6.0% Assigned Interest in the event Seller funds the $1,195,195 escrow deposit under (ii) above.

6. Seller’s Limited Guaranty Of Purchase Price. At Closing, Seller shall execute and deliver to Escrow Agent a limited guaranty in favor of Buyer substantially in the form of Exhibit C in favor of the Buyer to guaranty return to Buyer of the full or partial amount, as the case maybe, of the Purchase Price, defined in Section 3 of this Agreement, less any distributions to Buyer on account of its ownership of the 6.0% Assigned Interest after the release of said 6.0% Assigned Interest to Buyer from escrow by Escrow Agent according to the terms and conditions of Section 5 of the Agreement, this Section 6 and the contemplated guaranty will be void and of no force and effect in the event Seller funds the $1,195,195 escrow deposit under Section 5(b)(ii) above.

7. Closing. The closing (the “Closing”) shall be February 2, 2023, and shall be an escrow closing with Gary M. Murphree, Esq., AM Law LLC, 10743 SW 104th Street, Miami, Florida 33176 (“Escrow Agent”) and at the Closing or as soon thereafter as is practicable, the Parties shall deliver in trust to the Escrow Agent executed copies of (i) Exhibit A and certificates evidencing issuance in the name of Seller of the CUEN Shares and (ii) any and all further and additional documents as reasonably necessary to fully consummate the transaction contemplated in this Agreement. All documents contemplated under this Agreement may be signed by DocuSign and delivered electronically to Escrow Agent.

8. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:

a. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.

b. Seller has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, subject to 4280 Consent, and to consummate the transactions contemplated hereby. Seller has obtained all necessary corporate approvals per the Seller’s governing documents for the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by the Buyer’s) constitutes Seller’s legal, valid and binding obligation, enforceable against Seller in accordance with its terms.

c. Seller currently owns and holds a 29.3% interest in 4280 Manager, free and clear of all liens, pledges, security interests, charges, claims, and other encumbrances (“Liens”).

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

e. To the best knowledge of the Seller, there is no claim, action, suit, proceeding, or governmental investigation (collectively, “Action”) of any nature pending or, to Seller’s knowledge, threatened against or by Seller (a) relating to or affecting the Seller’s Membership Interests at 4280 Manager; or (b) that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

f. Except for the representations and warranties contained in this Section 8 nor any director, officer, employee, or agent of Seller has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller.

9. Representation and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:

a. Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder, including to issue the CUEN Shares to Seller, and to consummate the transactions contemplated hereby. The execution and delivery by such Buyer of this Agreement, the performance by such Buyer of its obligations hereunder and the consummation by such Buyer of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Buyer. This Agreement has been duly executed and delivered by such Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of such Buyer enforceable against such Buyer in accordance with its terms.

b. The Buyer did not become aware of the Seller’s desire to sell the 6.0% Assigned Interest, nor were same offered to the Buyer, by any form of general solicitation or general advertising.

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

d. Buyer certifies that the Buyer is (i) an “accredited investor” as such term is defined in Regulation D under the Securities Act of 1933, as amended; (ii) not a “U.S. person” as such term is defined in Regulation S under the Securities Act; (iii) not an accredited investor; or (iv) is neither an accredited investor or a non-“U.S. person”.

e. Buyer understands that the 6.0% Assigned Interest have not been registered for public sale, that the Buyer will not be able to transfer or make any other disposition of same without the prior written approval of the Seller and other members of 4280 Manager.

f. Except for the representations and warranties contained in Section 9, Buyer, nor any director, officer, employee, or agent of Buyer has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Buyer.

10. Survival. All representations and warranties contained in Sections 8 and 9 of this Agreement shall survive the execution and delivery of this Agreement and the Closing hereunder.

11. Further Assurances. Following the Closing, each of the Parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

12. Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of the Buyer and Seller or (b) by either the Buyer or Seller if a breach of any provision of this Agreement has been committed by the other party and such breach has not been cured within five (5) days following receipt by the breaching party of written notice of such breach. Upon termination, all further obligations of the parties under this Agreement shall terminate without liability of any party to the other parties to this Agreement, except that no such termination shall relieve any party from liability for any fraud or willful breach of this Agreement.

13. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

14. Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when (a) delivered if delivered personally or by nationally recognized overnight courier service (costs prepaid), (b) sent by facsimile or electronic mail with confirmation of transmission by the transmitting equipment (or, the first business day following such transmission if the date of transmission is not a business day) or (c) received or rejected by the addressee, if sent by United States of America certified or registered mail, return receipt requested; in each case to the following addresses or facsimile numbers and marked to the attention of the individual (by name or title) designated below (or to such other address, facsimile number or individual as a party may designate by notice to the other parties):

If to the Buyer,

Cuentas, Inc.

Attn. Arik Maimon

CEO

235 Lincoln Road, Suite 210

Miami Beach, FL 33139

Email: [email protected]; [email protected]

If to Seller:

Core Development Holdings Corp.

Attn. Engin K. Yesil

1001 NW 163rd Drive

Miami, Florida 33169

Email: [email protected];

15. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to the conflict of law rules thereof.

16. Waiver of Jury Trial. Each of the Parties knowingly, voluntarily, and intentionally waives the right any of them may have to a trial by jury in respect of any litigation related to or arising out of this Agreement.

17. Specific Performance. The Parties acknowledge and agree that the considerations to be delivered hereunder are unique and that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The Parties accordingly agree that, in addition to any other remedy to which they are entitled at law or in equity, the Parties are entitled to seek injunctive relief to prevent breaches of this Agreement and otherwise to enforce specifically the provisions of this Agreement. Each Party expressly waives any requirement that any other party obtain any bond or provide any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of this Agreement, provided that if a court of competent jurisdiction nevertheless determines that a bond is required, the Parties agree that a bond of $1,000 is reasonable and sufficient. The prevailing party in an litigation relating to or arising from this Agreement shall be entitled to its reasonable attorney’s fees and costs.

18. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but if any provision of this Agreement shall be judged invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalidity or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A facsimile or a PDF copy of a signature page shall be acceptable in the absence of an original signature page.

20. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter set forth herein except as otherwise provided in the Amended BLOI; (2) sets forth all the promises, covenants, agreements, conditions and understandings between the Parties; and (3) supersedes any prior or contemporaneous agreements, understandings, inducements or conditions, whether expressed or implied, oral or written, except as set forth herein and therein. Each Party acknowledges that no other representation, inducement, promises or agreements, orally or otherwise, was made or relied on by any Party, or anyone acting on behalf of any Party, unless such representation, inducement, promises or agreements are embodied in this Agreement.

21. No Oral Modifications. No alterations, modifications, supplements, changes, amendments, waivers, or termination of this Agreement shall be valid unless in writing and executed by all Parties. No waiver of any provision of this Agreement shall be deemed or construed as a further or continuing waiver of any such condition or shall constitute a waiver of any other provision. Each Party warrants it has not relied on any promises or representations outside this Agreement.

22. Binding Effect of Agreement. The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the Parties and each of their respective successors, heirs, and assigns.

23. Further Assurances. Each Party shall execute and deliver any and all additional papers, documents, and other assurances, and shall take such additional actions as may be necessary in connection with the performance of its obligations hereunder to carry out the intent of the Parties with respect to this Settlement Agreement.

24. Construction. The section headings of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

25. No Prejudice to the Drafter. Each Party and its counsel has had a full and complete opportunity to review this Agreement, and make suggestions or changes. Accordingly, each Party understands this Agreement is deemed to have been drafted jointly by the Parties, and they agree common law principles of construing ambiguities against the drafter shall not apply. This Agreement should be construed fairly and not in favor of or against one Party as the drafter.

26. Time is of the Essence. Time is of the essence in the performance of the parties to the obligations and conditions of the terms of this Agreement.

27. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES AND CONSENTS TO RESOLVING ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT.

By signing below each party agrees to be bound by this Agreement and the terms and conditions of the Agreement except as modified by the terms and conditions of this Agreement.

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Exhibit 10.2

Assignment and Assumption of Membership Interests

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of February 2, 2023, by and between Core Development Holdings Corporation, a Florida corporation (“Assignor”), and Cuentas Inc., a Florida corporation (“Assignee”).

WHEREAS, Assignor is the owner of a 29.3% membership interest in 4280 Lakewood Road Manager LLC (“4280 Manager”) pursuant to that certain Limited Liability Company Operating Agreement of the Company dated January 1, 2021 (the “Operating Agreement”); and

WHEREAS, Assignor desires to assign, transfer, and sell to Assignee its 6.0% membership interest in the Company (the “6.0% Assigned Interest”)subject to and under the terms and conditions of the Membership Interest Purchase Agreement (“MIPA”) dated February 2, 2023.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Assignment. Assignor hereby assigns and transfers to Assignee all the Assignor’s right, title, and interest in and to the 6.0% Assigned Interest, except Assignor shall retain for its benefit and to exercise on behalf of Assignee the voting, consent, and financial rights now or hereafter existing and associated with ownership of the 6.0% Assigned Interest.

2. Representations and Warranties of Assignor. The Assignor represents and warrants that: (a) Assignor is the true and lawful owner of the Assigned Interest and has good title to the same; (b) the Assignor has made no prior assignment or sale of the Assigned Interest and that no other person or entity has any right, title, or interest therein, (c) the execution and delivery hereof by the Assignor and the assignment of all its right, title, and interest in and to the Assigned Interest does not contravene any agreement to which the Assignor is a party except as specifically provided in the MIPA the delivery and effectiveness of this Assignment is conditioned upon Assignor obtaining the necessary consents of the managers and members of the Company in the form attached as Exhibit C to the MIPA; (d) no liens, encumbrances, charges, or security interests of any kind exist on the date hereof against the Assigned Interest; and (e) Assignor hereby warrants and defends title to the Assigned Interest to Assignee against the claims and demands of all persons.

3. Representations and Warranties of Assignee. Assignee has been advised that the Assigned Interest is not registered under the Securities Act of 1933 and represents, warrants, and agrees that: (a) Assignee is acquiring the securities represented by the Assigned Interest for its own account, solely for investment purposes, and not with a view to resale of said securities; (b) Assignee has such knowledge and experience in business and financial matters which enables it to be capable of evaluating the risks and merits of this investment; and (c) Assignee is able to bear the economic risks of this investment.

4. Acceptance by Assignee. Assignee: (a) accepts the assignment of all Assignor’s right, title, and interest in and to the Assigned Interest; and (b) agrees to be bound by all the terms, covenants, and conditions of this Agreement and of the Operating Agreement. Assignee hereby indemnifies and holds Assignor, and its manager, directors, employees, members, and agents harmless against any and all losses, costs, and expenses (including reasonable attorneys’ fees) arising out of any obligations of Assignee relating to the Assigned Interest which occur on or after, or arise from events occurring on or after, the date hereof.

5. Absolute Conveyance. The conveyance of the Assigned Interest hereunder is an absolute transfer to Assignee, free and clear of all liens and restrictions.

6. Further Assurances. Assignor shall promptly execute and deliver to Assignee any additional instrument or other document which Assignee reasonably requests to evidence or better effect the assignment contained herein.

7. Heirs, Successors, and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

8. Governing Law. This Agreement and all other instruments referred to herein shall be governed by, and shall be construed according to, the laws of the State of Florida, without regard to conflict of law rules.

9. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by either facsimile or email shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment. Notwithstanding the foregoing, each party hereto shall deliver original counterpart signatures to the other parties on or before the date hereof.

10. Amendments and Modifications. This Agreement may not be amended or modified in any manner other than by a written agreement signed by the party to be charged.

11. Defined Terms. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the MIPA.

12. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES AND CONSENTS TO RESOLVING ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT.

By signing below each party agrees to be bound by this Agreement and the terms and conditions of the Agreement except as modified by the terms and conditions of this Agreement.

3

Exhibit 10.3

AMENDMENT TO BINDING LETTER OF INTENT

THIS AMENDMENT TO BINDING LETTER OF INTENT (the “Amendment”) entered into February 2, 2023, sets forth certain binding understandings and certain binding covenants between Cuentas Inc. (“Buyer”) and Core Development Holdings Corporation (“Seller”), Buyer and Seller individually maybe referred to as a “Party” and collectively as “Parties”).

WHEREAS the Parties entered into that certain Binding Letter of Intent on or about January 5, 2023 (the “BLOI”).

WHEREAS Seller has agreed to sell and Buyer has agreed to buy a reduced 6.0% of Seller’s currently owned 29.3% interest in 4280 Lakewood Road Manager, LLC (“Lakewood Manager”), which in turn owns 86.45% of 4280 Lakewood Road, LLC (“4280 Lakewood LLC”) that is developing a multi-family real estate project in Florida (the “4280 Lakewood Project”) and to close said interest on purchase on February 2, 2023 under the terms and conditions of that certain Membership Interest Purchase Agreement of even date herewith (the “MIPA”).

WHEREAS, the Parties recognize that there is a written consent requirement by the Seller from the other members of 4280 Manager for the transfer of 6.0% Interest pursuant to governing documents of 4280 Manager (“4280 Consent”) is a condition precedent to Escrow Agent releasing the Seller’s assignment of the 6.0% Assigned Interest (as that term is defined in the MIPA) to Buyer upon satisfaction of the Escrow Release Conditions (as defined in the MIPA);

WHEREAS the Parties wish to amend certain terms and conditions of the BLOI as set forth below in this Amendment to reflect the closing of the purchase and sale of the reduced percentage interest of Seller’s interest in Lakewood Manager.

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

1. Incorporation of Recitals; Definitions. The Parties each acknowledge and agree that the foregoing recitals are correct and are expressly incorporated in this Amendment as if set forth at length herein. Capitalized terms that are not otherwise defined in this Amendment shall have the meanings given to them in the BLOI

2. Remaining Purchase Price. The Purchase Price set forth in paragraph 2 of the BLOI of $2.0 million is amended and restated to reflect that $1,195,195 is being funded at the closing of the MIPA by Buyer issuing Seller 3,838,657 (CUEN) common shares, leaving $804,805 (the “Remaining Purchase Price”) to be funded at the second closing of purchase and sale of a remaining portion of Seller’s interest in Lakewood Manager as contemplated in the BLOI and subject to 4280 Consent and to Section 3 of this Agreement. Subject to 4280 Consent and Section 3 of this Agreement, the Remaining Purchase Price will be funded at the second closing by Buyer issuing Seller 6,161,343 (CUEN) common shares (the “Remaining CUEN Shares Issued”)in return for the Remaining Interest as defined in Section 2 of the Agreement.

3. Remaining Membership Interest To Be Acquired. In exchange for issuance of the Remaining CUEN Shares Issued, Seller will transfer and assign to Buyer an additional 4.0% of Seller’s interest in Lakewood Manager(the “Remaining Interest”), resulting in Buyer owning 10.0% interest and Seller retaining 19.3% in Lakewood Manager. The precise percentage to be transferred may be adjusted according to the valuation of Seller’s interest in Lakewood Manager pursuant to the appraisal process in Paragraph 3 (a) and (b) of the BLOI.

4. Conditions To Closing On Remaining Membership Interest. Buyer represents and Seller acknowledges that the closing of the purchase and sale of the Remaining Interest with require approval by Cuentas shareholders and require additional GAAP and SEC financial and financial statement disclosures. Buyer agrees to exercise reasonable care and diligence to obtain such approval and comply with the additional financial reporting requirements but cannot and does not represent these conditions to closing can or will be satisfied and Seller acknowledges that the contemplated purchase pursuant to the MIPA maybe the extent of Buyer’s purchase of a portion of Seller’s interest in Lakewood Manager notwithstanding any terms of conditions to the contrary in this Amendment or the BLOI.

5. MIPA Controlling. Except as modified by the terms and conditions of this Amendment and the MIPA, the terms and conditions of the BLOI shall remain in full force and effect. To the extent, the terms and conditions of the MIPA conflict with this Amendment or the BLOI, the MIPA shall control and govern.

6. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES AND CONSENTS TO RESOLVING ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT.

By signing below each party agrees to be bound by this Amendment and the terms and conditions of the BLOI except as modified by the terms and conditions of this Amendment or the MIPA.

BUYER:

SELLER:

3

Exhibit 10.4

LIMITED GUARANTY

This Limited Guaranty Agreement (this “Agreement”), dated as of February 2, 2023 (the “Effective Date”), is entered into between Core Development Holdings Corporation, a Florida corporation (“Seller” or “Guarantor”) and Cuentas Inc., a Florida corporation (“Buyer”). Seller and Buyer may each be referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties have entered into that certain Membership Interest Purchase Agreement dated February 2, 2023 (“MIPA”), pursuant to which Seller shall transfer and assign to Buyer a 6.0% interest in 4280 Lakewood Road Manager LLC (“4280 Manager”);

WHEREAS, the Parties recognize that Buyer will own and hold the 6.0% interest in 4280 Manager as passive owner with limited rights to participate in management, operations or voting of 4280 Manager;

WHEREAS, the Parties recognize that Buyer as a passive investor in the 4280 Manager will have little if any effective management or control to ensure a return of its investment in 4280 Manager and Seller has agreed to guarantee the return of Buyer’s investment and Seller’s representations and warranties set forth in the MIPA and this Agreement, pursuant to the terms and conditions set forth herein.

WHEREAS, the Parties recognize that there is a written consent requirement by the Seller from the other members of 4280 Manager for the transfer of 6.0% Assigned Interest pursuant to governing documents of 4280 Manager (“4280 Consent”);

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the Parties agree as follows:

1. Limited Guaranty of Outstanding Purchase Price. To induce Buyer to enter into the MIPA, upon release by Escrow Agent, the terms not defined herein are as defined in the MIPA, from Escrow to Buyer of the 6.0% Assigned Interest following receipt of 4280 Consent, Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Buyer, the full or partial payment, as the case maybe, of the Purchase Price, defined in Section 3 of the MIPA, less (i) any and all distributions on account of its 6.0% Assigned Interest, (ii) any and all proceeds received by Cuentas from the sale or assignment of all or any portion of its 6.0% Assigned Interest, and (iii) the fair market valuation of any remaining interest owned by Cuentas (collectively (i) through (iii) shall be referred to as the “Value of Cuentas Interest”). If the Value of Cuentas Interest is less than the Purchase Price upon the occurrence of a Guaranty Trigger Event, as that term is defined in Section 2 of this Agreement, then this amount shall be referred as the “Guarantor Payment Obligation” .

2. Guaranty Trigger Event(s). A Guarantor Payment Obligation existing upon the occurrence of the following events shall require Guarantor’s payment to Buyer of the Guarantor Payment Obligation:

a. the seventh anniversary of the Effective Date of this Agreement

b. the date 4280 Manager no longer owns and holds an interest in 280 Lakewood Road LLC (“4280 Road”);

c. the date 4280 Road no longer owns and holds the real estate and improvements of the 4280 Lakewood Road project; or

d. a material adverse event not cured within 180 days, affecting the going concern of 4280 Manager or 4280 Manager’s interest in 4280 Road or the 4280 Project (as that term is defined in the MIPA);the 4280 Developer lender provides written default notice under the 4280 Developer loan documents, which is not cured within 90 days of receipt.

Subsections (a) through (e) are collectively referred to as the “Guaranty Trigger Event(s)”.

3. Guarantee Cap. The maximum amount payable by the Guarantor under this Agreement shall not exceed the amount of the Guarantor Payment Obligation (the “Guarantee Cap”) under any circumstances, it being understood that Buyer will not seek to enforce this Limited Guaranty for an amount in excess of the Guarantee Cap. Buyer hereby agrees that in no event shall the Guarantor be required to pay any amount to Buyer under, in respect of, or in connection with this Limited Guaranty or the MIPA, or the transactions contemplated hereby and thereby other than as expressly set forth herein or therein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Within 60 days of written notice by Buyer to Guarantor of the occurrence of an event triggering Seller’s Guaranteed Obligations as set forth in (a) through (e) of Section 2, Guarantor shall pay to Buyer in cleared funds the full amount of the Guarantee Cap.

4. Nature of Guaranty. Buyer shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that 4280 Manager or 4280 Road become subject to a bankruptcy, or similar proceeding, and the failure of Buyer to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to Buyer in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been made. This Limited Guaranty is an unconditional guarantee of payment and not of collection.

3. Certain Waivers.

(a) Subject to the Guarantee Cap, to the fullest extent permitted by Applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law that would otherwise require any election of remedies by Buyer. The Guarantor waives promptness, diligence, of this Limited Guaranty and of the Guaranteed Obligations. .

(b) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the MIPA and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits.

4. Representations and Warranties. The Guarantor hereby represents and warrants that:

(a) the Guarantor is a duly organized and validly existing Florida corporation in good standing under the laws of the jurisdiction of its organization; and

(b) the execution, delivery, and performance of this Limited Guaranty have been duly authorized by all necessary action and do not contravene any provision of the Guarantor’s charter, partnership agreement, operating agreement, or similar organizational documents or any Applicable Law binding on the Guarantor or any of its property or assets;

5. Continuing Guaranty; Termination. This Limited Guaranty may not be revoked or terminated and shall remain in full force and effect and binding on the Guarantor, its successors, and permitted assigns until the complete, irrevocable, and indefeasible payment and satisfaction in full of the Guaranteed Obligations, subject to the Guarantee Cap.

6. Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when (a) delivered if delivered personally or by nationally recognized overnight courier service (costs prepaid), (b) sent by facsimile or electronic mail with confirmation of transmission by the transmitting equipment (or, the first business day following such transmission if the date of transmission is not a business day) or (c) received or rejected by the addressee, if sent by United States of America certified or registered mail, return receipt requested; in each case to the following addresses or facsimile numbers and marked to the attention of the individual (by name or title) designated below (or to such other address, facsimile number or individual as a party may designate by notice to the other parties):

If to the Buyer,

Cuentas, Inc.

Attn. Arik Maimon

CEO

235 Lincoln Road, Suite 210

Miami Beach, FL 33139

Email: [email protected]; [email protected]

If to Seller:

Core Development Holdings Corp.

Attn. Engin K. Yesil

1001 NW 163rd Drive

Miami, Florida 33169

Email: [email protected]

7. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

8. Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.

9. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Florida, in the County of Miami-Dade, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. The prevailing Party in any action arising under or relating to this Agreement shall be entitled to an award of its reasonable attorney’s fees and cost.

10. Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party to this Agreement certifies and acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action; (b) such Party has considered the implications of this waiver; (c) such Party makes this waiver voluntarily; and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 10.

11. Counterparts. This Agreement may be executed in counterparts and electronically via DocuSign, each of which shall be deemed an original, but all of which shall together be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

12. No Strict Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

[signature page follows]

By signing below each party agrees to be bound by this Agreement and the terms and conditions of the Agreement except as modified by the terms and conditions of this Agreement.

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