Exhibit 10.1


 


CONTRACT
FOR RENTAL
OF DCA KIOSKS
WITH OPTION TO
PURCHASE


 


		Lessor:	The Consortium
between ID Global Solutions
Corp. and
Hanco Technologies, S.A.S.
	 	 	 
	 	Tax ID Numbers:	ID Global Solutions Corp.: 4-2069547
	 	 	Hanco Technologies, S.A.S.: 900.326.893-5
	 	 	 
	 	Legal Representative:	Douglas Solomon
	 	 	 
	 	Lessor’s Colombian Address:	Calle 109 #19-48, Oficina #302
	 	 	Bogotá, Colombia
	 	 	 
	 	Subject of the Contract:	Provision of 80 DCA units with the technical specifications listed in Annex #2, pursuant to a rental with option to purchase;
which units will be installed at the transportation stations managed by Recaudo Bogotá, S.A.S.
	 	 	 
	 	Value of the Services/Form of Payment:	The price of each DCA unit is COP $45.600.000 plus VAT, which shall be paid in equal monthly installments of COP $380.000,
pre-VAT, for each DCA unit. This price includes maintenance of the DCA units throughout the term of the Contract.








 





This
contract is a
Rental Contract
with Purchase
Option for the
80 DCA units
(hereinafter the "Contract"),
and includes full
maintenance
of the
units. The
Contract is between:


 


(i)                
BASETEK SAS
(hereinafter "BASETEK"), a
company with
its headquarters in Bogotá,
Colombia, incorporated
under Shareholders'
Record of March
26, 2014, registered
under number
01823011 of
Book IX
of the
Bogotá Chamber
of Commerce, existing and
legally constituted under the
laws of the
Republic of Colombia, identified
with NIT 900.739.824-1.


 


(ii)              
THE CONSORTIUM
identified above (hereinafter
"THE CONSORTIUM"),
constituted via a
private
consortium
agreement between
ID Global
Solutions Corporation,
identified with EIN
4-2069547, and Hanco
Technologies, S.A.S.,
identified with
NIT 900.326.893-5.


 


BASETEK and THE CONSORTIUM (individually a "Party" and collectively the
"Parties") have agreed to enter into this Contract, which shall be governed by the provisions of
the civil and commercial laws of Colombia and the terms
and conditions this Contract, subject to
the following:


 






    

     

    

 


CONSIDERATIONS:


 


1.                   
-. That on
August 11, 2011,
a contract was
signed between TRANSMILENIO
S.A. and RECAUDO BOGOTÁ,
S.A.S. ("RBSAS"), the object of which is
"the concession of
the design, supply, implementation,
operation, maintenance
and integration
of the system
of fare collection for the TransMilenio
Integrated Public Transportation System in Bogotá, Colombia.


 


2.                   That
the objectives
of the
Integrated Public
Transportation
System established in Decree District
309 2009, among
others, are to
improve service
coverage to different
parts of the
city, provide improved
access and connectivity,
and perform the
operational
integration and
fare collection  associated 
therewith,  establishing
 the  principles 
of  progressivity,  timeliness,
accessibility, 
efficiency,  financial 
and  environmental 
sustainability,
 safety,  quality 
and coordination.


 


3.                 
 That upon the
issuance of Concession
Contract 001 2011,
RBSAS took over
the collection function
for the
Integrated Public
Transport System,
thereby extending the
charging network throughout the
city.


 


4.                  
BASETEK has the
organization, infrastructure,
personnel, trade agreements
and appropriate financial resources
to facilitate the
implementation of
collection services in Bogotá.


 


5.                    BASETEK and RBSAS executed a framework agreement, aimed at "Uniting their efforts
to ensure the expansion of the charging network."


 


6.                    Consistent
with the aforementioned
Contract, BASETEK
conducted a
selection process for the rental-with-option-to-purchase
of 80
DCA units.


 


7.                    The selection process was awarded to THE CONSORTIUM.


 


8.                  
THE CONSORTIUM has
been constituted
via a
private consortium
agreement dated August
21, 2015, a
copy of which
was provided to
RBSAS and under
which an officer
of ID Global
Solutions Corp. has
been designated
as the Legal
Representative of THE CONSORTIUM.


 


9.                    Therefore, the Parties agree as follows: 


 






    

     

    








CLAUSES


 


FIRST.
OBJECT.
The purpose of
this Contract is
for THE CONSORTIUM
to supply 80
DCA units with the
technical
specifications
listed in
Annex #2
hereto, by
way of
a rental-with-option- to-purchase,
and which will
be installed
on the
premises
of the transportation
stations
managed by RBSAS,
which for the
purposes of this
Agreement shall
be called the
“End User”. RBSAS will
provide THE
CONSORTIUM with the
specific
installation
locations in advance.


 


SECOND.
 OBLIGATIONS OF
THE CONSORTIUM.


 


a)  Provide the added-value propositions listed
in Annex #1 at the request of BaseTek.


 


b) Provision of 80 DCA units with the features
listed in Annex #2.


 


c) Provide data on a real-time reporting basis,
including information for previous days, detailing recharge transactions, card sales, a log of unit events, cash flow reporting,
amount of cash entered into the unit, amounts of recharges and payment rejections.


 


d) Provide maintenance for the DCA units throughout
the ten-year Contract term, pursuant to the terms and provisions of Clause #8 of the present Contract, without additional cost
to BaseTek.


 


e)  Guarantee and maintain the service levels
delineated in Clause #7 of the present Contract.


 


f)  The DCA units must be installed and properly
functioning in the places to be designated by BaseTek and/or the End User.


 


g) Assume the cost of all import taxes, as
well as transportation costs to the installations sites.


 


h) Ensure the integration of the DCA units
with the End User’s collection platform via the available associated systems and mechanisms.


 


i)  Technical personnel must provide reports
in relation to technical services provided.


 


j)  Develop the units according to the features
that are stated in the API (Application Programming Interface).


 


k)  Employ an LSAM and an OLSAM provided by
BaseTek to perform laboratory testing in the event that validation uses are presented in the zonal system with charges generated
from the units, which must be paid by THE CONSORTIUM.


 


l)  Guarantee the transmission of payment transactions
to the central collection system. In the event that transactions become lost and therefore not transmitted to the central collection
system, THE CONSORTIUM shall assume the financial responsibility for such transactions, and such amounts will be deducted from
the amounts otherwise invoiced, subject to the correct functioning and performance of the communications platform provided by BASETEK
and/or End User.


 






    

     

    

 





m) In the event of unit failures that cannot
be resolved via the procedures established in Clause Seven, THE CONSORTIUM must replace the respective unit within 24 hours of
the failure.


 


n) Provide semester-based
training sessions for BASETEK and/or End User personnel related to operation of the DCA units.


 


o) Provide technical and operating manuals
for the DCA units, and update them as necessary.


 


p) Deliver detailed operating information from
an internal Help Desk and update such information as necessary.


 


q) Constitute the policies listed in Clause
#9 of the present Contract.


 


r)  THE CONSORTIUM warrants that it is the owner
of the DCA units, title to which it will transfer to BaseTek upon termination of the term of the Contract or upon exercise of the
option to purchase.


 


s) At the time of transfer of title to the
DCA units, THE CONSORTIUM will provide BaseTek with all related documentation, including importation, license and all other related
documentation.


 


t)  THE CONSORTIUM warrants that its property
rights in and to the DCA units do not infringe any third-party intellectual property rights.


 


u) Obtain any licenses necessary to provide
the DCA units.


 


v) Comply with all legal requirements applicable
to this type of contract, which requirements are incorporated herein.


 


w) Provide replacement parts for the DCA units,
which such parts shall be guaranteed by THE CONSORTIUM.


 


x) Generate a daily income report for each
unit.


 


y) Comply with the delivery schedule set forth
in Annex #3.


 


z) Guarantee the availability of the purchase
option in favor of BaseTek, pursuant to the terms and condition set forth in the present Contract.


 


aa) Permit BaseTek to sublease the DCA units
to RBSAS or other End User that shall use them for the collection of transit fares.


 


bb) Provide BaseTek with the software source
code in the event of the dissolution of THE CONSORTIUM.


 






    

     

    

 





cc) Perform the necessary steps to procure
a Colombian Tax ID Number for THE CONSORTIUM.


 


THIRD. OBLIGATIONS OF BASETEK.


 


a) Ensure that the equipment is permitted to
be installed in the designated transportation stations.


 


b) Ensure payment of the monthly rental invoices.


 


c) Report directly or through the End User
any developments or changes relating to the functioning or operation of the equipment.


 


d) Ensure directly or through the End User
the power supply and communications solution for the DCA units. Nevertheless, BaseTek is not responsible for non-compliance of
third parties in conjunction with the provision of such services, and therefore THE CONSORTIUM cannot hold BaseTek responsible
for such non-compliance and cannot invoice for units not in service as result of such power/communications failures.


 


e) Provide civil works, directly or through
the End User, if necessary, to adapt the facilities for installation of the DCAs, always and as long as the associated costs are
reasonable. THE CONSORTIUM shall inform BASETEK of the availability of the DCA units for installation, and if after 15 working
days the sites are not available for installation, THE CONSORTIUM may invoice the monthly fee for such DCA units.


 


f) Procure all necessary permits for installation
of the DCAs. Nevertheless, if the relevant third-party authority will not issue a permit, BaseTek shall not be responsible therefore,
and THE CONSORTIUM cannot invoice for the associated unit.


 


g) Provide and manage the transport debit cards.


 


h) Collect and manage the cash received into
the DCA system.


 


i) Ensure the procurement of risk policies
for vandalism and damage caused by natural disasters.


 


j) Procure and maintain in effect a compliance
policy, guaranteeing payment on a six-month rolling basis.



 


FOURTH.  VALUE  OF  RENTAL  PAYMENTS.  BASETEK  shall  remit  to  THE CONSORTIUM the sum of three
hundred and eighty thousand Colombian
Pesos plus VAT (COP $380.000 plus VAT) monthly per device throughout the term
of the Contract. Such sum is
subject to applicable
tax retentions under Colombian
law.


 


Such
amount
will be updated
annually by applying
the CPI
index from the
previous year, as
of the month
of January for
each year of the term of
the Contract.


 






    

     

    

 


 


The rental
payment
amount includes
all maintenance,
including spare parts
for the devices
and the software
and licenses required
for operation.


 


The
failure by BaseTek
to make
the monthly
rental payments
for five straight
months shall
allow THE CONSORTIUM
to remove
any DCA
unit to which such failure of
payment is applicable, as well as
invoke the penalty
provisions in Clause
#12 of the
present Contract.


 


FIFTH.
PAYMENT
METHOD. THE
CONSORTIUM shall
submit
an invoice at
the end of each
month including
all DCA units
that have
been installed and
accepted during
that month,
as well as the
prorated working days
in the month
on the basis
of $380,000 pesos
per month, which totals
$12,667
pesos per
day. There
will be
a formal
act of acceptance
for each DCA,
which act will enable
the initiation of
invoicing for each
respective
unit.


 


Invoices
shall be paid
within thirty (30)
days following presentation,
subject to satisfactory delivery
and functioning of the DCA units.


 


SIXTH.
TERM AND
PURCHASE OPTION.
The term
of this Contract
is ten (10)
years. In case of
termination for
breach, the provisions
of Clause 16
shall be exhausted.


 


In
any case, BASETEK
reserves the
right to exercise
the option to
purchase the
DCAs under
the following conditions:


 


-.
At the end
of the term
of 10 years,
BaseTek shall
be permitted
to exercise
the purchase
option by making
a payment
of COP $10.000
to THE CONSORTIUM
for each
DCA unit,
for a
total of COP $800.000.


 


-.
In the event
that, upon termination
of the Contract,
rental payments
remain due
and payable to THE
CONSORTIUM under the
term of the
Contract, BASETEK will
satisfy such payments
via a single
payment, based
on present value
and then
discounted at a
rate of 10%.


 


-.
The same
formula
above shall apply
in the event
of early termination
of the Contract
as the result of any cause, in order for BASTEK to
be able to exercise the purchase
option.


 


First Paragraph:
In the event
that BaseTek must
exercise the purchase option as
a result of a breach of contract by THE
CONSORTIUM, and a resulting cancelation
of the
Contract, the purchase option
shall be exercised without prejudice
to BaseTek’s right
to invoke the
terms and provisions of the penalty
clause set forth in Clause #12.


 


Second Paragraph: The purchase option is also available to the End User in the event that
BaseTek elects no to exercise the option.


 


SEVENTH.
SERVICE LEVELS.
THE CONSORTIUM will
ensure a
monthly “uptime”
of 99.5% system-wide.
If the percentage
of “uptime”
in a given
calendar month
falls below this guaranteed amount,
the following penalty shall apply
to that month’s invoice.


 






    

     

    

 


The penalty
is calculated
as follows:


A =%
guaranteed minimum “uptime” (99.5%)


B =%
of computed “uptime”
for invoiced calendar
month


C = (%
penalty) = A-B


The penalty
shall apply to
the current month’s invoice.


The monthly
“uptime” of
99.5% is measured
from the arrival
of a technician
at the physical location
of the
DCA.


Paragraph:
The dealer shall
guarantee
the delivery
dates set forth
in Annex
#3, and for
each day of
delay that
is attributable
to the act
or omission
of THE CONSORTIUM,
an amount
of .5% of the monthly
value of each delivery shall apply.


EIGHTH. MAINTENANCE.
THE CONSORTIUM shall
provide ongoing maintenance
and support for the
DCA units throughout
the term of
the contract based on the "Terms
of Service" as defined below:


1)  
The response
time for
a maintenance
problem is
measured from
the time
BASETEK formally
notifies THE
CONSORTIUM of the
failure.
The notification
of the failure
shall be
received by a
service center
maintained by
THE CONSORTIUM,
where a
record of
the reported
problem shall be
made. The
operator will
provide the Customer
with a ticker
number with
an associated timestamp.
THE CONSORTIUM shall committ
to have a technician arrive at the DCA
site within 45 minutes under normal
conditions, and within 90 minutes during peak traffic or
under unusual circumstances
related to traffic flow in the City.


 


2)  
The restoration
time is
measured from
the time
the technician
arrives on-site until
the time of
the completion
of the necessary
repairs. The
monthly
“uptime” of
99.5% is measured
from the arrival of a technician at the
DCA site.


 


3)   The critical spots are the sites where one (1) DCA is installed.


 


4)   The non-critical sites are locations where more than one (1) DCA is installed.


 





5)   The restoration times
relate only to
repairs made
to address normal
wear and tear
not associated with
or resulting from
vandalism or natural disasters.


 


6) 
 Necessary repairs or
replacements required
as a result
of vandalism or
natural disasters may
be provided but
is not included within the monthly
rental payment.


 


7)    “Downtime”
is calculated from the time an issue is registered
in the THE
CONSORTIUM system until the time
it is resolved
and the unit is running.
“Downtime” does not include operational failures due to power and energy network outages or other service
interruptions due to strikes or civil unrest. “Downtime” does not include blockages in the bill
and coin acceptors, given that this is contemplated in the First Level of service
that BaseTek or
the Final User provides.


 






    

     

    

 


 


8)    The
 uptime 
percentage  is  based 
on  total 
number  of 
DCA  units  installed
 and 
is calculated as
follows:


 


X = Total Number
of DCAs Installed


Y = Total number
of hours in a calendar month


Z = X * Y, or total “uptime”
available in a calendar month.


T = Total number of hours of
“downtime” in a calendar month


Uptime% = [(Z - T) / Z] x 100


9)   Maintenance levels are defined as follows:


 


Level
1: BASETEK
or End User
personnel, coordinated
via BASETEK,
remove bills
and coins that
have become
stuck or otherwise
lodged, and
manage all
issues related to
currency and shutting down/restarting
of the units
on a daily
basis. No service
ticket is
associated
with this process.


 


Level
2: Calibration and
updates of
bill and coin
acceptors,
hoppers, and other
peripherals. Regular cleaning
of the machines,
replacement of
parts that
may be
failing and management
of all operational
matters. In
general, these are
all items
that not covered
by Level 1,
and shall include calibration
and preventative
maintenance,
recommended by
the manufacturers
of the component
parts, including
the bill acceptors
and cyclers,
typically occurring between
20,000 and 25,000 transactions.
These items will
generate a service
ticket.


 


Level
3. Corrective
and preventive
maintenance of
the hardware
and software
resolved at
the Second Level of service. These interventions
will generate a
service ticket.


 


After
completion of
the 10-year term
of the Contract,
the Consortium will
be able to
continue to provide the
maintenance services
in the event
that the
Parties can
agree on the
market price
at that time.


 


NINTH.
GUARANTEES.
BASETEK shall procure
a compliance
policy on behalf
of THE CONSORTIUM
to guarantee payment,
and such policy
shall operate on
a minimum-6-months
rolling basis, specifically in the amount of COP $211.584.000.


 


The
Consortium must
procure a compliance
policy in the
amount of COP
$126.950.400, which amount shall
increase on an annual basis in conformity
with the national
CPI index.


 


The
Consortium must
procure a “civil
responsibility” and “third-party
liability” policy
in the
amount of COP $423.168.000.


 






    

     

    

 


TENTH.  EXCLUSION  OF  EMPLOYMENT.  THE  CONSORTIUM  is  an  independent
contractor. BASETEK is
not responsible for CONSORTIUM personnel under Colombian labor law. THE CONSORTIUM is responsible for all costs, including government-mandated
costs and contributions, for its personnel.


 


ELEVENTH.
INDEMNITY. THE
CONSORTIUM agrees to
indemnify BASETEK
and the
End User in
connection with any
action, claim,
demand, judgment,
order, sanction, fine,
or civil or criminal
proceeding, arising
out of any
act attributable to THE CONSORTIUM
in conjunction with the
deliberate failure
to comply
with the terms
of this Contract.
THE CONSORTIUM
shall be responsible for
the expenses and
costs incurred
by BASETEK or
the End
User in relation
to any of the events specified
in this clause,
including court costs
and attorneys’ fees.


 


Also,
BASETEK agrees to
indemnify THE
CONSORTIUM
in connection
with any
action, claim,
demand,
judgment, order,
sanction, fine,
or civil or
criminal proceeding,
arising out
of any act
attributable to
BASETEK or
the End
User in
conjunction with
the performance
of this Contract. BASETEK
shall be responsible
for the
expenses and costs
incurred by THE CONSORTIUM
in relation
to any of
the events
specified
in this clause,
including
court costs
and attorneys’ fees.


 


TWELFTH.
PENALY
CLAUSE.
In the event
of a breach
of this Contract
by either of
the Parties, it is
agreed that
a penalty equivalent
to 10% of
the total
value of
this Contract
shall apply.
Material default
by THE
CONSORTIUM shall be
understood as
follows: Six
consecutive months of
monthly “uptime”
of less than
99.5% system-wide
(which will lead to
the penalty provision in
the Clause 12
of this Agreement),
plus three (3)
months (after
the aforementioned six
(6) months)
to cure
problem. If
the problem
persists, resulting
in an
“uptime” of
less than 99.5% in the system for
nine consecutive months, such will be a failure by THE CONSORTIUM,
which shall allow
BASETEK to terminate the Contract.


 


Material
default by BaseTek
and/or the End
User shall be
constituted by five
(5) consecutive months of
failure to make
payment of
the invoices
issued by THE
CONSORTIUM, which shall permit
THE CONSORTIUM
to cancel the
Contract and invoke
the aforementioned
10% penalty, without prejudice
to its other
available remedies
under this Contract
or available at
law.


 


The
complying Party
may directly
discount any sums
due under this
penalty clause and
no pre- requirement or notification
of doing
so shall be
necessary.


 


THIRTEENTH.
ENFORCEABILITY. The
obligations described in
this Contract
shall be fully enforceable.


 


FOURTEENTH.
APPLICABLE
LEGISLATION. This
Contract shall
be governed
by the
laws of the Republic of Colombia.


 






    

     

    

 


 


FIFTEENTH.
CONFIDENTIALITY.
All information
exchanged between the
Parties, which is is
confidential
or the intellectual
property of
a Party, may
not be used
for purposes other
than those specified
in the contract
and necessary
to fulfill
the Contract,
and furthermore
may not
be used for the
individual interests
of a Party
outside of the
execution of the
Contract.


 


For
purposes of the
Contract, “Confidential Information”
is any information
disclosed in written, graphic,
verbal, or machine-recognizable
form, unless
it is marked,
designated, labelled or
identified at
the time
of disclosure
as being
non-confidential. Notwithstanding
any other
provisions of
this Contract,
Confidential
Information
shall not
include any
information
that: (i) is or
becomes publicly
known through no
wrongful act of
the receiving Party;
(ii) is already
known to the
receiving Party
without restriction
when it
is disclosed;
(iii) is,
or subsequently
becomes, rightfully and without
breach of this Contract, in the receiving
Party’s possession without any obligation
restricting disclosure; (iv)
is independently developed
by the
receiving Party
without breach of this Contract;
or (v) is explicitly
approved for release by written authorization
of the disclosing Party.


 


Each
Party will: (i)
maintain the
confidentiality
of the other
Party’s Confidential
Information and
not disclose it
to any third
party, except as
authorized by the
disclosing Party in writing
or as required
by a court
of competent
jurisdiction;
(ii) restrict
disclosure of
Confidential Information
to its subcontractors,
representatives, consultants,
legal advisors and
employees who have
a “need
to know”
and not
copy
or reproduce such
Confidential Information;
(iii) take necessary and
appropriate precautions
to guard the
confidentiality of
Confidential Information, including
informing its employees
who handle such Confidential Information
that it is confidential and not to be disclosed to
others, but such
precautions shall rise at least
to the same degree of care that the receiving
Party applies to its own Confidential Information
and shall not be less
than reasonable care; and
(iv) use such Confidential
Information
only in furtherance
of the performance of this Contract.
Confidential Information
is and shall at all times remain
the property of the
disclosing Party, and no
grant of
any proprietary rights
in Confidential Information
is hereby given
or intended, including
any express or
implied license,
other than the limited
right of the recipient to use Confidential
Information in the manner and to the extent
permitted by this Contract.


 


Upon
completion of
the Contract, the
Parties will be
required to return
to the other
Party all documentation
that has been
provided. These provision
shall remain
in effect
for an
additional five years following completion
of the Contract.


 


SIXTEENTH. ALTERNATIVE DISPUTE RESOLUTION.
The Parties agree
that in the
event that disputes arise between
them concerning the performance and execution of this
Contract, the following
procedures shall apply:
(i) The Parties shall attempt
to amicably and
directly resolve
the dispute, for which they will have a maximum
period of fifteen
(15) calendar days, counted from the date on which a Party submits a written complaint
to the other Party. (ii) the
Parties shall submit to a mutually-selected mediator. If the Parties cannot agree on the selection of a mediator, one will be appointed pursuant to the rules
and procedures of the Camara
de Comercio of Bogotá.
The Parties shall have
fifteen (15) days following selection or appointment of the mediatior
to attempt to resolve the dispute. If the dispute is not resolved via the above mechanism,
the dispute shall be submitted
to the arbitral tribunal, which will be responsible for resolving the dispute. The Tribunal of Arbitration shall be governed by the
following rules and conditions:
(a) The Arbitration and
Conciliation Division of the Camara
de Comercio of Bogotá; (b) one (1) arbitrator shall be appointed by the
Parties. If the Parties cannot reach an agreement
at the end of fifteen days from the written request
for arbitration, one shall be appointed by
the Camara de Comercio of Bogotá
from lists submitted by each of the Parties, which shall designate at most
5 arbitrators from said chamber. (c)
The Tribunal will operate according to the rules established
by the Division of Arbitration and Conciliation of the Camara de
Comercio of Bogotá; (d) The award shall be in law; (e) The Tribunal shall
sit in the city of Bogotá. The rules applicable to the arbitration shall be those in force on the subject under
the laws of the Republic of Colombia; (iii) Fees incurred
by the Tribunal will be shared equally between the Parties.


 






    

     

    

 


 


SEVENTEENTH.
ASSIGNMENT.
Neither Party may
assign the
Contract without
the prior written consent of the other Party.


 


EIGHTEENTH.
TERMINATION.
This Contract shall
be terminated
by the
occurrence of any of the following events:


 


1. 
By mutual agreement of the Parties.


 


2.  
By early termination
of the Contract
in the case
of a material
breach by
either Party of
any of the obligations stated herein, subject
to the provisions
of the Twelfth
and Sixteenth Clauses.


 


NINETEENTH.  PLACE OF PERFORMANCE OF THE CONTRACT.  The place of
performance of the Contract will be in the
city of Bogotá, D.C, Colombia.


 


TWENTIETH.
ADDRESS AND NOTIFICATION.
For legal and
tax purposes, BASETEK shall
receive notifications
at Calle 73
No. 6-30, Bogotá,
D.C., and
THE CONSORTIUM
shall receive notifications at Calle 109 No. 19-48 Oficina 302, Bogotá,
D.C.


 


TWENTY-FIRST.
CONTRACT EXPENSES.
All expenses
incurred in
the development
and execution of the Contract shall be borne by the
Parties separately
and individually.


 


TWENTY-SECOND.
DOCUMENTS. The
following documents,
attached as
exhibits, are
deemed a
part of this
Contract:
a) the Consortium
Agreement;
b) Certificates
of Good
Standing for ID
Global Solutions Corp.
and Hanco Technologies,
S.A.S.; c)
the award letter
accepting THE CONSORTIUM’s
proposal that gives
rise to this
Contract, and
which it
is incorporated herein; d) any other documented
pre-contractual conditions.


 


TWENTY-THIRD.
ENTIRE CONTRACT.
This Contract, including
any exhibits
or annexes
hereto, represent
the entire
understanding
of the
Parties with
respect
to the subject
matter
hereof and supersedes
all other
Contracts and
understandings, both
written and
oral, with respect
to the subject matter hereof.


 






    

     

    

 


TWENTY-FOURTH.  INTELLECTUAL PROPERTY.  THE CONSORTIUM grants non-exclusive, transferable authorization to use the
intellectual
property right
associated
with the units and incorporated software,
for the maximum
time permitted
by the respective
countries under whose laws such rights arise, and with a territorial scope encompassing
the entire world. THE CONSORTIUM represents that it has properly
acquired all right
and title to the DCA units
and their respective components, and guarantees that neither the units, nor the software, violate any
third-party intellectual property rights. In the event of a termination
of the consortium relationship between IDGS and Hanco, THE CONSORTIUM promises
to deliver the source
code to BaseTek.


 


Paragraph: THE
CONSORTIUM shall
indemnify
BaseTek for any
third-party claims,
demands or lawsuits against BaseTek
resulting from the breach of this
Clause.


 


TWENTY-FIFTH.  GUARANTEE OF THE UNITS.  THE
CONSORTIUM guarantees the units for a minimum
of seven years from the date
of exercise of the purchase option, without
limiting in any way the other obligations contained herein.


 


TWENTY-SIXTH.  JOINT AND SEVERAL RESPONSIBILITY.  The members
of THE CONSORTIUM are jointly and severally responsible to BaseTek for the execution and delivery of
the present Contract.


 


TWENTY-SEVENTH.
 TAXES. 
Each Party is
responsible for its
own taxes as
applicable to
it under Colombian law.


 


 


 


Executed
in Bogotá D.C.
this 15th
day of
September 2015.


 


 


 


 


FOR
BASETEK
S.A.S.


 


 


 


 


/s/ PEDRO LUIS CASTRO
RUANO 


PEDRO LUIS
CASTRO RUANO.


Legal Representative


 


 


 


 


FOR
THE
CONSORTIUM


 


 


 


 


/s/ DOUGLAS
SOLOMON


DOUGLAS SOLOMON


Legal Representative


 






    

     

    




ANNEX
#1


ADDED-VALUE
SERVICES


 


THE
CONSORTIUM is committed
to delivering
added-value services for
additional compensation, pursuant to
independent contracts
apart from the
present Contract, such as:


 


		-	Creating
                                         new or
                                         alternative payment
                                         services
                                         and
                                         methods,
                                         including
                                         Correspondent Banking,
                                         Wire Transfers
                                         and Collection.
                                         THE CONSORTIUM
                                         represents that
                                         it possesses its
                                         own transactional
                                         platform
                                         switch via
                                         its subsidiary,
                                         MultiPay, S.A.S., which
                                         currently operates
                                         the platform
                                         of
                                         Red
                                         4-72
                                         and
                                         correspondent
                                         banking
                                         for Colpatria Bank.



 


		-	Outreach
                                         to other
                                         recharging networks
                                         through
                                         a vending
                                         model
                                         associated
                                         with
                                         THE CONSORTIUM
                                         account,
                                         which
                                         include
                                         charging
                                         points
                                         with
                                         vending
                                         machine
                                         that can
                                         perform the
                                         recharging
                                         of the
                                         TuLlave card
                                         (subject
                                         to pilot
                                         test approval
                                         with the
                                         vending operator),
                                         the scope
                                         of which
                                         will be
                                         related
                                         to the
                                         award
                                         of additional
                                         devices apart
                                         from the
                                         80 DCA
                                         units that
                                         are the
                                         subject
                                         of the
                                         present
                                         Contract.



 


		-	Support
                                         BASETEK in API development on the Android platform.






 


Ensure
that the DCA
units have
the ability to
accommodate the
current
online payment model operated
by Recaudo Bogotá
S.A.S., via
an alliance that
BaseTek will create
with the monetary
transportation security company
with which it
presently
contracts.


 






    

     

    

 


ANNEX
#2


FUNCTIONAL REQUIREMENTS


 


The
Means of Payment


 


		-	Sale and
dispensing of the
physical method
of payment
(Debit Cards).
The debit card dispensation
module must
deliver the card
that the customer
is activating at
the time of purchase.
Cards available for sale within the device
are inactive.



 


		-	The recharge
module must
permit recharging
of all card
types currently operating with
the SITP
system. BASETEK must
ensure the correct
charging module
functionality with the
application interface
(API) and comply
with all current
and future modifications of the
interface application.



 


		-	Must allow virtual
recharges for
card activation
for users
who utilize
subsidies, balance transfers
or reloads
executed via
the Internet.



 


Collection


 


		-	Reception of
Currency Bills:
Receive Colombian
currency bills of
all denominations
with an
initial configuration
ranging from the
$1.000 pesos denomination
to the $20.000 pesos denomination. The units must be configurable for receiving new bill denominations that may be introduced in
the Colombian currency system. THE CONSORTIUM shall undertake the necessary developments to ensure that the units can accept
denominations above $20.000 pesos.






		-	Reception of
Coins with Escrow
System:
Receive all
Colombian
coin denominations
with an initial
configuration ranging
from $50 pesos
to $1.000 Pesos.
The option of which
coins the units
will receive
shall be
parameterized
on a
machine-by-machine basis
and updatable to
receive new coin
denominations that
may be
introduced into
the national currency
system.



 


		-	Bills must be entered into the units one-at-a-time.



 


		-	The minimum storage capacity for each DCA is 1,000 bills.



 


		-	Each unit must come with three bill acceptors, each with a 1,000-bill capacity.



 





		-	If counterfeit
bills are introduced,
the units shall
return the
bills back to
the user, informing
the user as
to the reason
for the return,
and then resolicit
the submission
of the bills into
the system.



 


		-	If counterfeit
bills are introduced,
the units shall
return the
bills back to
the user, informing
the user as
to the reason
for the return,
and then resolicit
the submission
of the bills into
the system.



 


		-	Calibration of
the Bill
Acceptors. The risk
of acceptance
of counterfeit money
by the units
lies with THE
CONSORTIUM.



 






    

     

    

 





		-	If a
card-charging
transaction
cannot be
completed as
a result
of a system
failure, the unit
shall return
the money
to the customer
and inform the
customer that
the transaction was
not feasible.
The failed
transaction shall
remain registered
in the system but
not affect the
functionality of the unit going forward.



 


		-	Cross-reference the
payment method
against the
current “blacklist” and
deny the processing of
transactions if the
card is blocked.
The unit must
update the blacklist
at least once a
day before 4:00
a.m. BASETEK
shall make
available to THE CONSORTIUM
the API and the updated blacklist.



 


		-	Allow the
customer to
consult his/her balance
on the card,
and in the
event that the balance
is negative,
inform the
client of
the amount
of the recharge
that is
necessary to eliminate
the negative
balance.



 


		-	If a
card-charging
transaction
cannot be
completed as
a result
of a system
failure, the unit
shall return
the money
to the customer
and inform the
customer that
the transaction was
not feasible.
The failed
transaction shall
remain registered
in the system.



 


Other Features


 


		-	Inventory Management: Card control and virtual control of cash/currency.



 


		-	Generation of
alerts if there
are bill
jams, unit
failure or unavailability,
hardware failures, software failures
and/or connectivity problems.



 


		-	Compatible
for use by
disabled persons, per
the specifications
listed in the
technical annex attached hereto.



 


		-	The DCA
must have the
ability to provide
the user with
information
on how to
use the unit, via
animation, visual
messages and
audio.



 


		-	An integrated
monitoring
and security
camera,
which will
be located
on the
front of
the unit and
can take a
photo of the
user and
the bill
acceptor. Video
access shall
remain available
for eight days.
Videos shall be
reviewable on-site and
which shall include date
and hour of
transaction as well as card number.



 


		-	The
DCA must
have a
menu offering
other languages
for operation
of the
unit, with
a minimum
offering of English.



 


		-	Provide information
on the display
screen, such
as transportation route
finding, changes or updates
in the system,
which must
be configured
according to the
needs of the operation,
as well as
any other contingencies
in the system
that can provide
additional information
to improve
the service experience.



 






    

     

    

 


		-	Provide data
on a real-time
reporting basis, including
information for
previous days, detailing recharge
transactions, card
sales, a log
of unit events,
cash flow
reporting, amount
of cash
entered into the
unit, amounts of recharges
and payment rejections.



 


Technicality
and Structure


 





		-	A requirement of 5% in spare parts in stock.



 


		-	The DCAs
must be
designed to operate
for the duration
Contract under the environmental
conditions typical in
the city of
Bogota. The units
must be
able to work outdoors
with the respective
dusty and humidity/moisture
conditions inherent in the
City. The
devices are
certified
with International
Protection
54 (IP
54), and
must be waterproof.



 


		-	Be equipped
with an internal
battery with a
minimum
capacity of 15
minutes to
meet contingencies in
case of power
failure.



 


		-	Functional software and licenses meeting all legal requirements.






 


		-	The development
of an intuitive,
user-friendly
interface, so customers
can execute purchases and
recharges quickly, thus
expediting the
time of
the transactions.



 


		-	The interface
design must be
approved by
RBSAS, and if
required THE CONSORTIUM
shall make
requested adjustments.
Furthermore, if
new unit functions are
incorporated
after receipt
and acceptance of
the DCAs, THE CONSORTIUM
must execute
them.



 


		-	The units
must come
with an online,
central monitoring
solution, which allows
for prompt attention related to maintenance
and operational issues.



 


		-	THE CONSORTIUM
must provide a
technical manual
with the details
of the component parts, including
respective life cycles.



 


		-	The units
shall come
equipped with a
metallic
cabinet, with
a frontal opening
and equipped according to
the operational needs.
The cabinet
structure
shall ensure sturdiness
for placement
and location of
the computer,
utilizing a
main metal
structure, which must
be fixed to
the floor
by at least
four (4)
screws or
bolts, with a proper
rust treatment.
The DCA must
have a suitable
fastening
system so
that its height does
not allow for
vibration or misalignment
when force is exerted via use.



 


		-	The device
should be vandalism-proof,
abuse-resistant, and
be formatted
to absorb shock, scratches, liquids and easy-cleaning
following attempts at vandalism.



 


		-	Regarding the
internal structure of
the unit,
access to money
should be located
in a compartment
independent of the
electronics or
maintenance components,
and ensuring mechanisms for secure
access.





    	 



    	 



    

 





		-	The locks must be “security” grade.



 


		-	The device
shall continue to
operate in
“offline” mode
in the
event of
a telecommunications failure.



 


		-	In the
event of failure,
the units must
be able
to account locally
for the possibility
of recuperation of
information
of sales and
recharge transactions.



 


		-	THE CONSORTIUM
shall incorporate
a tool for
monitoring and
managing the
units on a 24/7 basis, which includes:



                


		-	A messaging package that allows for the sending of alert messages and cost communication.



 


		-	Online ability to check the operation of all equipment.



 


		-	Remote management should allow for the validation of active configurations in the units.



 


		-	Display devices shall be grouped according to a defined classification (e.g., by portals and station types).






		-	Must have storage functionality with an
event log of
at least 30
days.



 


		-	Capacity to inform the central control station of intervention events at the site location of the units, via an alarm system.



 


		-	Capacity to inform the central control station and/or RBSAS of any changes occurring during the execution of operations, including
the capacity to inform such via an alarm system.



 


		-	Systems and inventory reports proving data to management regarding the sales of cards to customers.






 


		-	Be equipped with alarm system for cash
management purposes.



 


		-	Alarms related to failures of the
hardware, software and connectivity.



 


		-	The system shall conform to
existing protocols for connection to the
central collection system.



 


		-	Access and
Monitoring of Units’
Compartments:
Must ensure that
the equipment
has proper compartments
for access by
technical personnel, and
that such compartments
can be
securely locked
upon termination
of maintenance
and installation
work.  In
the event of any change or update in conjunction with the aforementioned, the system shall report an immediate failure designated
“high priority”.



 






    

     

    




 


Other Features


 


		-	Provide one training
session per semester
for groups of
up to twenty
people related
to technical operation of the DCA units, including for updates
or changes to
the units.



 


		-	Deliver technical and operational manuals and updates thereto when appropriate.






 


		-	THE  CONSORTIUM
 technical 
personnel  must
 provide  reports 
in  relation
 to technical services provided.



 


		-	The card recharge module must comply with the following minimum requirements:






 


		-	Card reader must
comply
with ISO 14443
Type A.



 


		-	Supply Voltage:
110 VAC
+/- 10%
60 HZ according
to Colombian
electrical regulations.



 


		-	Must have electrical protection systems
for the electrical outlets.



 


		-	Come equipped with a MTBF (Mean Time
Between Failures) module.



 


		-	Operating Temperature:
0°C to –
50°C.



 


		-	Humidity: 15%
to 90% without
condensation.



 


		-	Possibility to incorporate
2 cxt6SAM modules (Secure Access
Module).



 


		-	Maximum
time of
full (recharge)
transaction, from
which the card
is situated facing
the reader until
the transaction
log is generated in the terminal:
300 ms.



 


		-	RTC (Real
Time Clock),
which must maintain
a precision
time in
excess of 500ms
if updated on
a daily or
less frequent basis.
It must
come
with an
external sync command
that ensures periodic
synchronization.



 


		-	The deployed
units must
have at least
one Ethernet
port and communications modem
upgradeable and
scalable according
to the advances
in cellular communication
technology (3G, LTE,
etc.), covering
the data submission
requirements of
the solution, which
allows the
transfer of
server data to
Recaudo Bogota’s central processing unit.



 


		-	The transfer
of information
must  be programmed 
automatically  via 
Ethernet, GPRS,
3G, 4G
LTE, etc.



 










		-	The deployed
units must
have the ability
to operate under
two contingency
IP routing services
for high
availability,
so that
in the event
that the
primary connection
fails, automatic
routing to the
secondary
connection occurs.






 






    

     

    

 


ANNEX
#3


DELIVERY SCHEDULE


 


THE CONSORTIUM commits
to comply
with the following delivery
schedule:


First Delivery: September 23,
2015 – 20 DCA units.


Second Delivery:
October 28, 2015
– 20 DCA
units.


 


Third Delivery:
November 4, 2015
– 20 DCA
units.


 


Fourth
Delivery: November 11,
2015 – 20
DCA units.