0001213900-23-007767 Sample Contracts

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • February 3rd, 2023 • Cuentas Inc. • Wholesale-groceries & related products • Florida

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”.

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Assignment and Assumption of Membership Interests
Assignment and Assumption of Membership Interests • February 3rd, 2023 • Cuentas Inc. • Wholesale-groceries & related products • Florida

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”).

LIMITED GUARANTY
Limited Guaranty • February 3rd, 2023 • Cuentas Inc. • Wholesale-groceries & related products • Florida

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”.

AMENDMENT TO BINDING LETTER OF INTENT
Cuentas Inc. • February 3rd, 2023 • Wholesale-groceries & related products

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”).

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