Exhibit 10.2


 


BINDING LETTER OF INTENT


 


THIS BINDING LETTER OF INTENT (the
“ Agreement ”) entered into December , 2021, sets forth certain binding understandings and certain binding
covenants with respect to the purchase of the assets of 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 Sohel Kapadiai and Sohel Basir Kapadia, the managing members and owners of Seller (hereinafter collectively
“ Owners”), by 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 Exhibit A  hereto, and the terms and conditions of the executed NLOI are incorporated by reference
into this Agreement;


 


WHEREAS as of the date set forth above
the parties hereto have agreed to enter into this Binding Letter of Intent so they may consummate the contemplated transaction through
entry into a final Asset Purchase Agreement;


 


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 NLOI executed by the parties and attached hereto as Exhibit A  shall remain in full force
and effect subject to the additional terms and conditions set forth in this Agreement. To the extent there is a conflict between the terms
and conditions of this Agreement and the terms and conditions of the NLOI, the terms and conditions of this Agreement shall control.


 


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 hereto (the “ Purchased Assets ”). Seller shall retain
only those assets set forth on Schedule B attached hereto (the “ Retained Assets”). Any asset of
Seller not listed on either Schedule A or Schedule B shall be included in the Purchased Assets.


 


4. Purchase Price: Buyer agrees to
purchase, and Seller agrees to sell, the Purchased Assets for THREE MILLION TWO HUNDRED THOUSAND DOLLARS ($3,200,000.00) (the “
Purchase Price ”) to be paid by Buyer as follows:


 


a. Within three business days of execution
of this Agreement, Buyer shall pay into the Buyer’s counsel’s trust account in cleared funds TWO MILLION DOLLARS ($2,000,000.00)
to be held in escrow (the “ Initial Escrowed Purchase Price ”) pending the closing (the “Closing”)
of the contemplated Purchase and Sale Agreement (the “ PSA ”), and written instructions signed by each party
to the PSA directing Buyer’s counsel, AM Law LLC (the “ Escrow Agent ”), to wire transfer the Initial
Escrowed Purchase Price directly to the Small Business Administration (SBA) as partial satisfaction of the Seller’s approximate
FOUR MILLION TWO HUNDRED THOUSAND DOLLAR ($4,200,000.00) outstanding loan balance owed to the SBA (the “ SBA Loan
”); and


 


b. on or before the Closing, Buyer
shall pay into the trust account of Escrow Agent the remaining Purchase Price of ONE MILLION TWO HUNDRED THOUSAND DOLLARS
($1,200,000.00) to be held in escrow (the “ Final Escrowed Purchase Price ”), pending written instructions
signed by each party to the PSA directing the Escrow Agent to wire transfer the Final Escrowed Purchase Price directly to the Small
Business Administration (SBA) as partial satisfaction of the Seller’s approximate FOUR MILLION TWO HUNDRED THOUSAND DOLLAR
($4,200,000.00) outstanding loan balance owed to the SBA (the “ SBA Loan ” ).


 




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5. Owner Repayment Obligation re
SBA Loan: on or before the Closing, Owner shall pay directly to the SBA in cleared funds the SBA Loan which is estimated to have an
outstanding balance in the approximate amount of ONE MILLION DOLLARS ($1,000,000) after the payments by the Escrow Agent of the Initial
Escrowed Purchase Price and Final Escrowed Purchase Price. Owner shall be solely responsible for satisfying in full the remaining SBA
Loan balance outstanding as of May 17, 2022, after deducting the payments by the Escrow Agent of the Initial Escrowed Purchase Price and
Final Escrowed Purchase Price.


 


6. Transfer of Assets By Seller To
Buyer’s Newco: After execution this Agreement, Buyer shall form a newco titled Cuentas SDI, LLC, a Florida limited
liability company (“ Newco ” ). Once Newco has set up appropriate bank accounts, Seller shall immediately
transfer all revenue transactions from Seller’s existing credit card services and direct deposits from its existing bank
accounts to effectuate all revenue sources of Seller being deposited into the bank account(s) opened in the name of the Newco. As
soon as practicable after execution of this Agreement, Seller shall deliver to Buyer all of the remaining Purchased Assets into the
custody and control of Newco. A condition of the PSA is that at closing Seller shall deliver a bill of sale or assignment of license
or other intellectual property rights as the case maybe, in favor of Newco, in a form acceptable to Buyer, transferring title to the
Purchased Assets to Newco free and clear of any and all liens, claims, or encumbrances. Until the Closing, Seller shall own 100% of
the interest in the Newco and shall assign at Closing the 100% interest in the Newco to Buyer. The managing members of the Newco
until closing shall be Jeff Johnson, Arik Maimon, and Sahedabanu Sohel Kapadiai. After the Closing, Buyer shall appoint at its sole
discretion the managing members of the Newco.


 


7. Indemnification of Buyer by Seller
and Owner: The parties waive compliance with the provisions of any applicable state version of the Uniform Commercial Code relating
to bulk transfers in connection with the transactions contemplated by this Agreement; provided, however, Seller and Owner agree to indemnify
and hold Buyer harmless from and against any liability for any amount owing to Seller’s creditors with respect to the Purchased
Assets or the business operation of Seller being transferred to Buyer pursuant to this Agreement, which liability arose prior to the transfer
of the Purchased Assets and business operations from Seller to Buyer under this Agreement. Buyer agrees to indemnify and hold Seller harmless
from and against any liability for any amount owing with respect to the Purchased Assets and business operations of the Seller transferred
by Seller to Buyer pursuant to this Agreement, which liability arises subsequent to the transfer of the Purchased Assets and business
operations from Seller to Buyer under this Agreement.


 


8. Purchase
and Sale Agreement: Buyer, Owner, and Seller shall negotiate in good faith and enter into the PSA containing the terms and conditions
set forth in this Agreement on or before December 31, 2021. The parties admit that this Agreement is binding on each of them and that
they will use their best efforts and good faith to enter into the PSA with terms and conditions consistent with this Agreement.


 


[continued on following page]


 




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9. Expedited Binding Arbitration:
Buyer, Owner, and Seller agree that any dispute regarding this Agreement or dispute over the final terms and conditions of the PSA will
be settled by binding arbitration according to the rules of the American Arbitration Association (the “ AAA ”)
conducted in Miami, Florida by the AAA. The parties agree to expedite the necessary arbitration as quickly as the rules of the AAA permit.
The parties agree to mutually select the arbitrator or the will promptly notify the AAA they are unable to agree and the AAA will select
an arbitrator with 20 plus years of experience in complex commercial asset purchases or business acquisitions. The parties agree to follow
and implement the fmal ruling of the Arbitrator without recourse to an appeal or the necessity of the prevailing party having to file
the ruling with the circuit court to have the ruling converted into a fmal judgment. This provision is a material consideration in the
parties entering into this agreement.


 


10. Seller represents and warrants that
the gross revenues of the two entities whose assets are the subject matter of this Agreement have combined gross revenues of nine million
dollars ($9,000,000.00) for the year ending 2021 is materially less than said amount, Buyer shall have the option at its sole discretion
to cancel this Agreement by providing written notice to Seller. If the Buyer elects to cancel this Agreement, this Agreement and the NLOI
shall be null and void except for any non-disclosure provisions.


 


II. 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 the NLOI and this Agreement.


 


11. Waiver of Jury Trial: EACH PARTY
IRREVOCABLY AND UNCONDITIONALLY WAlVES, 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.


 


[signature pages]


 




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


 


	BUYER: 	 
	 	 
	By:	 
	 	 
	/s/
Jeff Johnson 	 
	Jeff Johnson	 
	CEO	 
	Cuentas, Inc.	 
	235 Lincoln Road, Suite 210	 
	Miami Beach, FL 33139	 
	 	 
	SELLER:	 
	 	 
	/s/ Sohel Kapadia	 
	Mango Tel LLC	 
	By: Fisk Holdings, LLC 	 
	By: Sohel Kapadia	 
	Managing Member	 
	1091 Yonkers Avenue	 
	Yonkers, New York 10704	 
	 	 
	/s/ Saheda Kapadia 	 
	SDI Black 011, LLC,	 
	By: Saheda Kapadia	 
	Yonkers, New York 10704	 



 






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	OWNERS:	 
	 	 
	/s/ Sohel Kapadia	 
	Sohel Kapadia	 
	 	 
	/s/ Saheda Kapadia	 
	Saheda Kapadia	 



 


 


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