Exhibit 10.1


 


SECOND & FIRST AMENDMENTS
TO BINDING LETTER OF INTENT


 


SECOND AMENDMENT TO BINDING LETTER OF INTENT


 


THIS SECOND AMENDMENT
TO BINDING LETTER OF INTENT (the “Second Amendment”) is entered into April 27, 2022, SDI Black 011, LLC,
a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704 (hereinafter collectively “Seller”),
and Sahedabanu Sohel Kapadiai and Sohel Basir Kapadia, the managing members and owners of Seller (hereinafter collectively
“Owners”), and Cuentas, Inc., a Florida corporation located at 235 Lincoln Road, Suite 210, Miami Beach,
Florida 33139 (“Buyer”).


 


WHEREAS on or about
October 29, 2021, Seller, including as of that date, Mango Tel LLC, a Wyoming limited liability company “Mango Tel”),
owned by Fisk Holdings, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704, and Buyer entered
into that certain Non-binding Letter of Intent (the “NLOI”) whereby the parties conducted their due diligence
regarding the desirability of the proposed purchase of the assets of Seller by Buyer;


 


WHEREAS on or about
January 3, 2022, Seller, including at that time Mango Tel, Owners and Buyer entered into that certain Binding Letter of Intent (the “BLOI”);


 


WHEREAS on or about
February 11, 2022, Seller, including at that time Mango Tel, Owners and Buyer entered into that Amendment to Binding Letter of Intent
(the “First Amendment”) which amended certain terms of the BLOI, including without limitation, excluding the
assets of Mango Tel from the contemplated Purchased Assets, and, accordingly, removing Mango Tel as a party from the contemplated transaction
and reducing the Purchase Price of the Purchase Assets to TWO MILLION NINE HUNDRED SEVENTY-SIX THOUSAND DOLLARS ($2,976,000.00); and


 


WHEREAS as of the
date set forth above, the parties hereto have agreed to enter into this Second Amendment to amend certain of the terms and conditions
of the First Amendment and the BLOI as set forth below.


 


ACCORDINGLY, the parties covenant and agree as follows:


 


1. Recitals: The above recitals
are true and correct and form a part of the parties’ agreement.


 


2. Conflict Between
Agreements: The terms and conditions of the First Amendment and the BLOI, attached hereto as Composite Exhibit A, are
incorporated herein by reference, and shall remain in full force and effect, subject to the terms and conditions set forth in this Second
Amendment. To the extent there is a conflict between the terms and conditions of this Second Amendment and the terms and conditions of
the First Amendment or the BLOI, the terms and conditions of this Amendment shall control. The capitalized terms in the First Amendment
and the BLOI are incorporated herein unless otherwise modified in this Amendment.


 




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3. Definitive Asset
Purchase Agreement:  As contemplated by the parties, the material terms and conditions of the transaction shall be set forth in a
definitive asset purchase agreement (“APA”) that shall have the customary representations and warranties as is standard in
the business including a detailed listing of the Purchased Assets being acquired by the Buyer from the Seller. The parties shall execute
the APA on or before May 8, 2022. The APA is subject to approval by the Board of Directors of Buyer at its absolute and sole discretion;
and, accordingly, if the Board of Directors of Directors elects not to approve the APA for whatever reason on or before May 8, 2022, including
without limitation, insufficiency of the detailed listing of the Purchased Assets, at its sole and absolute discretion, the APA, the Second
Amendment, the BLOI, and/or NLOI and the parties shall be released from any and all obligations arising thereunder including the termination
penalty set forth in paragraph 11 below.


 


4. Closing Date:
 The closing date for the APA shall be as agreed by the parties in writing but not later than five (5) business days following expiration
of the Bulk Sale Notice as defined in paragraph 9 below (the “Closing Date”) or as otherwise defined in the
APA however, under no circumstances shall the Closing Date be after May 20, 2022.


 


5. Purchase Price:
The Purchase Price for the Purchased Assets of TWO MILLION NINE HUNDRED SEVENTY-SIX THOUSAND DOLLARS ($2,976,000.00) shall be funded as
follows:


 


a. On or before
five (5) business days following the execution of this Second Amendment by the parties hereto, Buyer shall pay into the escrow trust account
of the Buyer’s Escrow Agent as defined in paragraph 7 below, ONE MILLION DOLLARS ($1,000,000.00) to be held in trust under the terms
and conditions of the Escrow Agreement as defined below in paragraph 7 below; and


 


b. On
or before five (5) business days before the Closing Date, Buyer shall pay into the escrow trust account of Buyer’s Escrow
Agent, the remaining Purchase Price of ONE MILLION NINE HUNDRED SEVENTY-SIX THOUSAND DOLLARS ($1,976,000.00, the
“Remaining Purchase Price”).


 


c. At
the Closing, Owners shall transfer one hundred percent (100%) of the membership interest in Cuentas SDI, as that term is defined in
paragraph 6 of the BLOI attached as Exhibit A hereto, to Buyer and cause Seller to deliver acceptable bill of sale, assignments of
contracts, and all other title documents as necessary to transfer title in the Purchased Assets free and clear of any liens, claims,
and encumbrances to Buyer or Cuentas SDI at Buyer’s sole discretion.


 


6. Owners’
Escrow Funding Obligation: On or before eight (8) business days following the execution of this Second Amendment by the parties hereto,
Owners shall pay into the escrow trust account of the Seller’s Escrow Agent, as defined in paragraph 7 below, ONE MILLION DOLLARS
($1,000,000.00) to be held in trust under the terms and conditions of the Escrow Agreement as defined below in paragraph 7 below.


 




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7. Escrow Agents
and Escrow Agreements:


 


a. Buyer’s escrow agent shall be Gary M.
Murphree, Esq., AM Law LLC, 10743 SW 104th Street, Miami Florida 33176 (“Buyer’s Escrow Agent”) to hold the
deposits from Buyer as set forth in paragraphs 5 above (the “Buyer’s Escrow Funds”). The Buyer’s
Escrow Agent shall circulate a draft proposed Escrow Agreement subject to revision and approval by the parties hereto and the Escrow
Agent. The Escrow Agreement shall set forth the duties and obligations of the Escrow Agent and the terms and conditions of the
Escrow Agent’s release of the Escrow Funds to satisfy in full of the SBA Loan Obligation owed by Seller by direct wire
transfer of Buyer’s Escrow Funds to the SBA at Closing of the APA defined in paragraph 3 above.


 


b. Owner’s escrow
agent shall be Geist Schwarz & Jellinek, PLLC, who shall serve as Escrow Agent (“Owner’s Escrow Agent”) to
hold the deposit from Owner as set forth in paragraph 6 above (the “Owners’ Escrow Funds”). The Owners’
Escrow Agent shall circulate a draft proposed Escrow Agreement subject to revision and approval by the parties hereto and the Escrow Agent.
The Escrow Agreement shall set forth the duties and obligations of the Escrow Agent and the terms and conditions of the Escrow Agent’s
release of the Escrow Funds to satisfy in full of the SBA Loan Obligation owed by Seller by direct wire transfer of Owners’ Escrow
Funds to the SBA at Closing of the APA defined in paragraph 3 above.


 


c. Collectively the
Buyer’s Escrow Agent and Seller’s Escrow Agent shall be referred to collectively as the “Escrow Agents”.


 


8. Satisfaction
of Seller’s SBA Loan Obligation: On or before five (5) business days following the execution of this Second Amendment by the
parties, the Escrow Agents shall obtain from the SBA a payoff estoppel letter setting forth the outstanding loan balance, including principal,
interest and applicable charges due under the applicable SBA loan documents with a per diem interest amount that will allow the parties
to calculate the payoff amount necessary to satisfy in full the indebtedness owed by Seller to the SBA (the “SBA Indebtedness”)
and obtain a release of the recorded liens and security interest and UCC-1s, and wiring instructions setting forth the financial account
that SBA where it wants the payoff funds transferred to at the Closing (“SBA Wiring Instructions”). At the Closing
on the Closing Date, the parties shall provide written notice signed by all of the parties, including the SBA Wiring Instructions, directing
the Escrow Agents to wire the $2,976,000.00 plus the $1,000,000.00 for a total of $3,976,000.00, including any additional funds provided
by Owners under subparagraph 10(c) below, to the SBA in accordance with the SBA Wiring Instruction as necessary to satisfy in full the
SBA Indebtedness and obtain the release of any and all liens, claims, and encumbrances of the SBA against the Purchased Assets.


 


9. Bulk Sales
Notice Requirements: The Buyer shall on or before April 29, 2022 send a notice as contemplated by UCC Article Six Bulk Sales
Notice provisions as follows. The Buyer has already been provided a complete list of all creditors of Seller who may have a claim
against the Seller or the assets of the Seller. On or before April 29, 2022 the standard form bulk sale notice shall be sent to all
creditors by Buyer setting forth the proposed sale and providing an address for creditors to make an inquiry or claim against the
Seller or the assets of the Seller. It shall be the responsibility of the Seller and Owners to resolve any and all claims filed
within the 20-day notice period (“Bulk Sale Notice”) either through a writing signed by the claimant releasing the
Seller and the assets from any further claims, or through escrow of sufficient funds to cover the amount of the claim as alleged by
the creditor. The parties shall review all claims, and the resolution or escrow by Seller to satisfy all claims filed, no later than
May 18, 2022, and if Buyer, at its sole discretion, is satisfied that each asserted claim has been resolved by a writing signed by
the creditor, or an acceptable escrow amount is deposited by Seller in its attorney’s trust account to cover all unreleased
alleged claims, the parties shall proceed to closing of the asset purchase transaction on or before the Closing Date.


 






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10. Conditions
to Closing:


 


a. As set forth in paragraph
6 above, if any creditors provide timely notice of a claim against Seller or the Purchased Assets, then as a condition precedent to closing
the Seller and Owners shall reduce the Purchase Price or escrow additional funds with the Escrow Agent sufficient to fully satisfy all
such asserted claims as determined by the Buyer at its reasonable discretion.


 


b. The aggregate funds on deposit with the Escrow
Agent aggregating $3,976,000.00 are insufficient to satisfy in full the SBA Loan Obligation as set forth in the estoppel letter to
be provided by the SBA/lender, then Owners shall deposit any additional funds as determined by the Escrow Agent as necessary to
satisfy in full the outstanding SBA Loan Indebtedness then the Owners shall fund the additional deposit by five (5) business days
before the Closing.


 


11. Liquidating
Damages Upon Default:


 


a. If after execution
of the APA as provided in paragraph 3 above, if Seller and Owners fail to satisfy the conditions to closing in subparagraphs (a) or (b),
the Buyer at its sole discretion may terminate this APA with written notice to the Seller and the Owners and the Escrow Agents. Upon receipt
of the written notice of termination as set forth immediately above, Seller’s Escrow Agent shall deposit from the Seller’s
Escrow Funds the $250,000 liquidation damages in the registry of a court of competent jurisdiction in Westchester County, New York and
commence an interpleader action naming the parties and affording them notice to appear to determine their respective rights in the $250,000
liquidation damages and promptly return the remaining Seller’s Escrow Funds, less the $250,000 liquidating damages, to the Seller
and Buyer’s Escrow Agent may promptly return the Buyer’s Escrowed Funds to Buyer.


 


b. If after
execution of the APA as provided in paragraph 3 above, and the Buyer fails to fund the Remaining Purchase Price defined in
subparagraph 5(b) above, the Owners may terminate the APA with written notice to the Buyer and the Escrow Agents. Upon receipt of
the written notice of termination as set forth immediately above, Buyer’s Escrow Agent shall deposit from the Buyer’s
Escrow Funds the $250,000 liquidation damages in the registry of a court of competent jurisdiction in Miami-Dade County, Florida and
commence an interpleader action naming the parties and affording them notice to appear to determine their respective rights in the
$250,000 liquidation damages and promptly return the remaining Buyer’s Escrow Funds to the Buyer and Owners’ Escrow
Agent may promptly return the Owners’ Escrowed Funds to Owners.


 




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c. The parties stipulate
that the $250,000 liquidating damages is an approximate estimate of the costs and expenses incurred by each party in pursuing this transaction
and is intended solely as an estimate of reimbursable costs and expenses and is not intended to be a penalty.


 


d. Venue for any dispute
over whether a party properly terminated the APA as set forth in subparagraphs (a) and (b) above and/or entitlement of a party to
recovery of the $250,000 liquidating damages shall be on the county where the $250,000 liquidation damages are on deposit in the
court registry. In any such interpleader, the parties agree to that their respective Escrow Agent is authorized to accept service of
the interpleader complaint and summons and they waive any right to a jury trial on any and all issues.


 


12. Non-compete
and non-solicitation:  Seller and Owners and their officers and directors and all of its shareholders including Owners, separately
and severally, agree that, for a period of two (2) years after closing, they will not, directly or indirectly, own, manage, operate, join
in, control, or participate in the ownership, management, operation, or control of, or be connected with in any manner, any entity engaged
in the business of Fintec and Telcom anywhere in the world.


 


13. Terms and Conditions:
 All terms and conditions of the First Amendment and the BLOI shall be remain in full force and effect unless other modified herein
or in the APA.


 


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


 


BUYER:


 


By:


 


	/s/ Jeff Johnson	 
	Jeff Johnson
	 
	CEO 	 
	Cuentas, Inc.	 
	235 Lincoln Road, Suite 210	 
	Miami Beach, FL 33139	 
	April 27, 2022	 



 


	SELLER:	 






	 	 
	/s/ Saheda Kapadia 	 
	SDI Black 011, LLC, 	 
	By: Saheda Kapadia 	 
	Managing Member	 
	1091 Yonkers Avenue	 
	Yonkers, New York 10704	 
	April 27, 2022	 



 






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	OWNERS:	 
	 	 
	/s/ Sohel Kapadia	 
	Sohel Kapadia	 
	April 27, 2022	 
	 	 
	/s/ Saheda Kapadia 	 
	Saheda Kapadia	 
	April 27, 2022	 



 




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AMENDMENT
TO BINDING LETTER OF INTENT


 


TillS AMENDMENT TO
BINDING LEITER OF INTENT (the “Amendment”) is entered into February_, 2022, by and among Mango Tel LLC, a Wyoming limited
liability company, owned by Fisk Holdings, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New
York 10704 and SDI Black 011, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704
(hereinafter collectively “Seller”), and Sahedabanu Sobel Kapadiai and Sobel Basir Kapadia, the managing members and
owners of Seller (hereinafter collectively “Owners”), and Cuentas, Inc., a Florida corporation located at 235
Lincoln Road, Suite


210, Miami Beach, Florida 33139 (“Buyer”).


 


WHEREAS on or
about October 29, 2021, Seller and Buyer entered into that certain Non-binding Letter of Intent (the ’‘NLOI”) whereby the parties
conducted their due diligence regarding the desirability of the proposed purchase of the assets of Seller by Buyer. A copy of the executed
NLOI is attached as Exhibit A to the BLOI defmed immediately below, and the terms and conditions of the executed NLOI are incorporated
herein by reference into this Amendment;


 


WHEREAS on or about January
3, 2022, Seller, Owners and Buyer entered into that certain Binding Letter oflntent (the “BLOI”), a copy of which is
attached hereto as Exhibit A hereto;


 


WHEREAS as of
the date set forth above the parties hereto have agreed to enter into this Amendment to the Binding Letter of Intent amending certain
terms and conditions of the Binding Letter of Intent as set forth below;


 


ACCORDINGLY, the parties covenant and agree as follows:


 


1. Recitals:
The above recitals are true and correct and form a part of the parties’ agreement.


 


2. Conflict Between
Agreements: The terms and conditions of the BLOI executed by the parties and attached hereto as Exhibit A, are incorporated herein by
reference, and shall remain in full force and effect, subject to the terms and conditions set forth in this Amendment. To the extent there
is a conflict between the terms and conditions of this Amendment, and the terms and conditions of the BLOI, the terms and conditions of
this Amendment shall control. The capitalized terms in the BLOI and NLOI are incorporated herein unless otherwise modified in this Amendment.


 


3. Assets To
Be Purchased: Buyer shall acquire all of the assets of Seller which include without limitation the Seller’s blackwireless.com domain and
other assets as set forth on Schedule A attached to the BLOI but as amended herein to specifically exclude the asset of Mango Tel LLC
listed on Schedule A as “rnymangornobile.com” (the “Purchased Assets”). Any asset of Seller not listed
on either Schedule A or Schedule B shall be included in the Purchased Assets.


 


4. Purchase Price:
The Purchase Price for the Purchased Assets of THREE MILLION TWO HUNDRED THOUSAND DOLLARS ($3,200,000.00) shall be reduced by seven percent
(7%) or TWO HUNDRED TWENTY-FOUR THOUSAND DOLLARS ($224,000.00) to TWO MILLION NINE HUNDRED SEVENTY-SIX DOLLARS ($2,976,000.00) in consideration
for the assets of Mango Tel LLC being excluded from the Purchased Assets. The Final Escrow Purchase Price be paid by Buyer shall be reduced
by the $224,000.00.


 


5. As a result
of the assets of Mango Tel LLC being excluded from the Purchased Assets pursuant to this Amendment, Mango Tel LLC shall no longer be a
party to the (i) contemplated asset purchase agreement or (ii) further amendments or modifications, if any, to the BLOI as amended by
this Amendment.


 


6. Paragraph
6 of the NLOJ regarding Buyer entering into satisfactory employee agreements with the employees of the Seller is void and of no further
force and affect. At the sole and absolute discretion of Buyer, Buyer may enter into individual employment agreements with employees of
Seller as it may desire but has no legal obligation whatsoever to do so.


 


7. All terms
and conditions of the BLOI shall be remain in full force and effect unless other modified above.


 


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.


 






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BUYER:


 



	By:	 
	 	 
	/s/ Jeff Johnson	 
	Jeff Johnson CEO 	 
	Cuentas, Inc.	 
	235 Lincoln Road, Suite 210	 
	Miami  Beach, FL 33139	 
	 	 
	SELLER:	 
	 	 
	By:	 
	 	 
	/s/ Sohel Kapadia	 
	By: Fisk Holdings, LLC

        By: Sohel Kapadia

        Managing Member
	 
	1091 Yonkers  Avenue	 
	Yonkers, New York 10704	 



 






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	/s/ Saheda Kapadia 	 
	SDI Black 011, LLC,

                                   By: Saheda Kapadia

                                   Managing Member
	 
	1091 Yonkers Avenue	 
	Yonkers, New York 10704	 
	 	 
	/s/ Saheda Kapadia 	 
	Saheda Kapadia	 



 


 


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