EX-10.4





 Exhibit 10.4 
  


			
	 Peter Lampasona
 Vice President

Franchise Development
  

MasterCard Worldwide
 Law & Franchise
Integrity
 2000 Purchase Street
 Purchase, NY 10577-2509

 
 1-914-249-6288
 peter_lampasona@mastercard.com

www.mastercard.com
  

January 29, 2014
  
	  	  
  
 






 Mr. David Velez Osorno 
 CEO

 EO2 SOLUCOES DE PAGAMENTO SA 
 R California 492 

Sao Paulo SP 
 Brasil, Postal Code 04566060 

Dear Mr. Velez: 
 It is a pleasure to inform you that EO2
SOLUCOES DE PAGAMENTO SA.’s application for MasterCard Principal Participation and License for MasterCard has been approved, effective January 29, 2014. This approval is subject to the provisions of the brand’s governing rules,
and revocable for any violation of the MasterCard License Agreement. 
 Enclosed is a fully executed MasterCard License Agreement and Summary of Licenses
Granted which reflects the brands for which a license has been granted and the type of participation for each. Specifically the License is limited to Issuing Credit Cards only. Additionally the license does not permit the Sponsorship of Affiliates
and does not allow Extensions of Area of Use out of Brasil. 
 The following ICA and BINs have been reserved for EO2 SOLUCOES DE PAGAMENTO SA.
for testing purposes only: 
  

			
	ICA:	  	16570
	BIN:	  	516220 (MCG – Gold MasterCard)
	 BIN:
 BIN:
	  	 516230 (MPL – Platinum MasterCard)

537678 (MBK – MasterCard Black)


 You must contact Customer Implementation Services (CIS) to coordinate the implementation and activation of this ICA in the
MasterCard production environment. CIS can proceed with the formal implementation process, pending receipt of all other required and/or optional forms. To determine which additional forms are required, and for further assistance, you may contact CIS
via email: 
 CIS_LAC_Support@MasterCard.com 












 Mr. David Velez Osorno 

CEO 
 January 29, 2014 

Page 2 of 2 
 EO2 SOLUCOES DE PAGAMENTO SA. Will be fully
responsible for all transactions and billing affected under these assignments and obligated to activate their ICA/BINs within a year of assignment. A billing account must first be established and appropriately funded in order to initiate the
activation process. 
 To establish a billing account, the Billing Services Notification and Summary Reports Request forms must be completed. If you
have already submitted these forms, then no further action is required. If you have not completed the forms, the forms have been attached to this letter. Please complete and submit the forms to CIS within 30 days. Billing and settlement will begin
as soon as the ICA has been assigned in the MasterCard systems. 
 To assist in your understanding of MasterCard rules, policies, products and services,
please visit our website at www.mastercardconnect.com. 
 We look forward to working with you and wish you success with all of
your MasterCard programs. 
 Sincerely, 
 /s/ Peter
Lampasona                                   

Peter Lampasona 
  

	cc:	 Vivian Baker – MasterCard (Miami) 



Luisa Nunes – MasterCard (Brasil) 












 SUMMARY OF LICENSES GRANTED 

 

			
	LICENSEE:	  	 EO2 SOLUCOES DE PAGAMENTO SA

	ADDRESS:	  	 R CALIFORNIA 492

		  	 SAO PAULO SP BRAZIL


  

									
	Authorized Marks	  	 Type of

License

Participation
	  	Type of activity	  	
Geographic

locations
	  	
Date after which
 Licensee
is
 authorized to use

this Authorized

Mark

	 	 	 	 	 
	 MasterCard Mark:

 
 




	  	 •  Principal
	  	
•  Issuing Credit Products Only, Activities within Brazil Only, and Not Sponsoring of
Affiliates
	  	Brazil	  	January 29, 2014
	 	 	 		 
	 Cirrus Mark:

 
 




	  	 •  Principal
	  	
•  Issuing Only
	  	Brazil	  	January 29, 2014

 Upon being granted a license to use any one of the MasterCard, Maestro or Cirrus Marks, Applicant shall also be granted a
limited license to acquire MasterCard, Maestro and Cirrus transactions at ATMs operated or sponsored by Applicant in accordance with the applicable Rules and to display the MasterCard, Maestro and Cirrus Marks at such ATMs. 

DATE: January 29, 2014 
  












 LICENSE AGREEMENT 

THIS LICENSE AGREEMENT is between MasterCard International Incorporated or its undersigned
affiliate (“MasterCard”) and the undersigned entity (“Applicant”). 
 Marks. Applicant acknowledges that MasterCard owns,
manages, is licensee of, or otherwise controls all rights, title and interest to the trade names, trademarks, service marks and logotypes (the “Designations”) set forth below. This License Agreement governs the use of the Designations
identified below (each a “Mark”) and other trade names, trademarks, service marks and logotypes identified from time to time in the Standards (defined below) or policies of MasterCard (each, an “Other Identified Mark” and,
together with each Mark, the “Marks”). “MasterCard” shall mean and include its parent, subsidiaries and affiliates. Capitalized terms used in this license agreement shall have the meanings ascribed to them in the Standards,
unless defined herein. 
  

	 	•	 	 Interlocking Circles Device. MasterCard owns all rights, title and interest to the trademark, service mark
and logotype known as the Interlocking Circles Device and all variations thereof, and United States and worldwide registrations for such mark (the “Interlocking Circles Device”). 



 

	 	•	 	 MasterCard Marks. MasterCard owns all right, title and interest in and to the trademark, trade name and
service mark “MasterCard” and marks utilizing that designation, including MasterCard Electronic and MasterCard Cash, and United States and worldwide registrations for such marks (the “MasterCard Marks”). 



 

	 	•	 	 Cirrus Marks. MasterCard owns all right, title and interest in and to the trademark, trade name and
service mark “Cirrus” and marks utilizing that designation and United States and worldwide registrations for such marks (the “Cirrus Marks”), to use and sublicense the use of the Cirrus Marks. 



 

	 	•	 	 Maestro Marks. MasterCard owns all right, title and interest in and to the trademark, trade name and
service mark “Maestro” and marks utilizing that designation and United States and worldwide registrations for such marks (the “Maestro Marks”), to use and to sublicense the use of the Maestro Marks. 



Ownership of the Marks. Applicant acknowledges that: 
 (a)
MasterCard is the Exclusive Owner (defined below) of all MasterCard Marks, the Cirrus Marks the Maestro Marks and the Interlocking Circles Device; and 
 (b)
the applicable Exclusive Owner is the owner of any Other Identified Mark. 
 Applicant acknowledges the validity of the Marks and agrees to never contest
such ownership, or in any way dispute the validity of any of the Marks or registrations for the Marks. Applicant agrees that, if any right has accrued or may accrue to Licensee in any of the Marks by operation of law, such right, upon termination of
this License Agreement, shall revert to the owner of such Mark(s) as indicated in subsections (a), or (b), above (each such owner, as applicable, an “Exclusive Owner”). Applicant further agrees to cooperate with the Exclusive Owner to
perfect such Exclusive Owner’s title in any Mark(s) by written assignment of any rights which may accrue and in any other manner deemed necessary or appropriate by said Exclusive Owner. Applicant agrees that all documents, instruments, papers,
letters, advertisements, and cards bearing any of the Marks shall be marked by Applicant with any notices of such Exclusive Owner’s registrations that may be provided by law to preserve the Exclusive Owner’s rights in the Mark(s) or that
may be required by MasterCard from time to time. Applicant agrees not to obtain or attempt to obtain, and agrees not to aid any third party in obtaining or attempting to obtain, any right in any trademark, trade name, service mark, logotype or other
device, designation, internet domain name, or intellectual property right that is confusingly similar to or employs any part of any Mark including, without limitation, the word “Master” or “Maestro” or any word containing the
word “Master” or “Maestro” as a prefix or suffix, or “Master” or “Maestro” used in connection with any service offered by Applicant; and, upon request by MasterCard, Applicant agrees to assign, by instruments
satisfactory in form and substance 

  

					
	MasterCard License Agreement	  	Page 1 of 3	  	 Revised: July 2013

©2013 MasterCard















 to MasterCard’s counsel and without royalty or other payment of any kind, any and all of such rights
that Licensee may obtain or may have obtained. Applicant agrees to never take any action, or permit or fail to take any action, that may injure, harm or dilute the distinctiveness or goodwill in and to any of the Marks. Applicant further
acknowledges that any use of any Mark inures to the benefit of the Exclusive Owner of that Mark. 
 Grant of License. Applicant accepts (as granted),
a non-exclusive license to use the Marks identified in the Summary of Licenses Granted (attached to this License Agreement and incorporated herein) in the geographic areas set forth therein, solely in
connection with the Program(s). The term “Program” is defined in the Standards applicable to each Mark referenced in the Summary of Licenses Granted that Applicant operates in a geographic area. Upon execution by MasterCard, this
License Agreement is effective as of the Effective Date set forth below and shall remain in effect until terminated in accordance with the Standards. MasterCard may, from time to time, modify the Summary of Licenses Granted to add a Mark,
delete a Mark, change the type(s) of license participation, or change the type(s) of activity, and geographic locations that apply to Applicant for one or more Marks. Upon being granted a license to use any one of the MasterCard, Maestro or Cirrus
Marks, Applicant shall also be granted a limited license to acquire MasterCard, Maestro and Cirrus transactions at ATMs operated or sponsored by Applicant in accordance with the applicable Standards and to display the MasterCard, Maestro and Cirrus
Marks at such ATMs. 
 Standards. At all times, Applicant shall observe the Amended and Restated Certificate of Incorporation, Bylaws, Rules, and
policies, and the operating regulations and procedures of MasterCard, including but not limited to any manuals, guides or bulletins, as may be amended from time to time (the “Standards”). The Standards are incorporated herein by
reference and made a part of this License Agreement. MasterCard shall have the right to inspect samples of all advertising and marketing materials bearing the Marks to insure compliance with the Standards, and Applicant shall promptly correct
any deficiency. 
 Term. Subject to the termination provisions set forth in this License Agreement and in the Standards, this License Agreement shall
have an initial term of ten (10) years, commencing upon the Effective Date set forth below, and shall be automatically renewed for successive ten (10)-year renewal terms unless (i) at least thirty (30) calendar days prior to the end
of the initial term or any renewal term, MasterCard notifies Applicant in writing that this License Agreement will not be renewed or (ii) this License Agreement has otherwise been terminated pursuant to its provisions or the Standards. Subject
to such other License and/or Membership termination provisions set forth in this License Agreement or in the Standards that provide for termination either without notice or upon shorter notice, MasterCard shall have the right, upon no fewer than
thirty (30) calendar days advance written notice to Applicant, to terminate this License Agreement at any time without cause. Applicant shall cease using the Marks upon termination of the License Agreement. 

Representations and Warranties. Applicant hereby represents and warrants that the information provided in Applicant’s application for this license
is true and complete. Should circumstances change that would affect Applicant’s continued eligibility to be a licensee, as specified in the Standards, Applicant agrees to immediately notify MasterCard in writing. Applicant shall immediately
notify MasterCard in writing of any changes in the completeness or accuracy of such information or of a change in circumstances that would or could affect Applicant’s continued eligibility to be a licensee in accordance with the eligibility
criteria set forth in the Standards. Applicant further represents and warrants that the execution and delivery of this License Agreement and the performance by Applicant of the activities licensed hereunder will not violate any law, statute,
ordinance, regulation, judgment, writ, injunction, rule, decree, order, or any other restriction or requirement applicable to Applicant. Licensee further represents and warrants that it has, and shall maintain, any and all government licenses and
permits that are necessary for Applicant to be authorized to engage in the activities to be performed pursuant to this License Agreement. 
 Compliance
with Law. For so long as this license is in effect, MasterCard and Applicant shall comply with all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements relating in any
way to the privacy, confidentiality or security of personal data, including, without limitation: the EU Data Directive 95/46/EC; and the requirements of the Gramm-Leach-Bliley Act and its implementing regulations (15 U.S.C. § 6801 et seq.)
(collectively, the “GLB Act”), which shall include, without limitation, the maintenance of a comprehensive information security program, that is designed to insure the security and confidentiality of
non-public information about cardholders, applicants, or other customers by, among other things: (i) protecting against any anticipated threats or hazards to the security or integrity of such information;
(ii) protecting against unauthorized access to or use of such information; (iii) detecting, preventing and responding to, in a prompt manner, attacks, intrusions or other system failures; (iv) ensure the proper disposal of such
information; and (v) regularly testing or otherwise monitoring the effectiveness of such information safeguards. 
  

  

					
	MasterCard License Agreement	  	Page 2 of 3	  	 Revised: July 2013

©2013 MasterCard















 Notice of infringement. As soon as Applicant acquires any knowledge of (i) any infringement of
any Mark, (ii) any conflicting claim of third parties with respect to a Mark, or (iii) any failure of any other licensee to adhere to the Standards, Applicant shall so notify MasterCard in writing. Applicant agrees to give all lawful and
reasonable aid requested by MasterCard or any other Exclusive Owner in connection with efforts to enforce, preserve and defend a Mark. All litigation carried on by Applicant at MasterCard’s request shall be subject to MasterCard’s control
and will be at MasterCard’s expense. 
 Assignment and Sublicense. Applicant agrees that MasterCard may assign or sublicense this license to any
MasterCard direct or indirect subsidiary or affiliate. Applicant may not sell, sublicense, assign or otherwise transfer any of its rights under this license, whether by sale, consolidation, merger, amalgamation, operation of law or otherwise,
without MasterCard’s express written consent. This license shall be binding on Applicant’s successors and assigns. 
 Governing Law, Payment of
Taxes. All questions with respect to the interpretation, effect, and validity of this License Agreement, and the rights and obligations of the parties, shall be decided under the laws of the State of New York, without regard to its choice of
laws provisions. Applicant consents to personal jurisdiction in the courts of the State of New York for all disputes arising out of this License Agreement, including but not limited to enforcement of the License Agreement. Notwithstanding the
foregoing, if Applicant is an entity in the Europe Region (as defined in the Standards) then this license shall be governed in all respects and construed in accordance with the laws of England and Wales without regard to conflict of law provisions.
Applicant agrees to pay all taxes that might be charged by any country or other jurisdiction in which Applicant conducts activities authorized by this License Agreement against any of the amounts due under the Standards, and such payments shall be
made to MasterCard by Applicant without deduction for any such taxes. 
 Certification. Applicant certifies that it meets all requirements to be a
licensee for each Mark set forth on the attached Summary of Licenses Granted, and is fully authorized and empowered to perform all of the functions it has elected to perform, and that the application for this license has been duly authorized
by appropriate corporate action. 
 This License Agreement is the entire agreement between Applicant and MasterCard pertaining to the subject matter hereof
and supersedes any prior agreements or representations, whether oral or written. 
 Applicant further certifies that Applicant is chartered as CREDIT CARD
AND PAYMENT INSTITUTION [type of institution] under the laws of BRAZIL [country]. 
  

							
	Legal Name of Applicant:	  	EO2 SOLUCOES DE PAGAMENTO SA
		
	The signing officer must be duly authorized to execute the application	  	
				
	Officer Name:	  	DAVID VELEZ OSORNO	  	Officer Title:	  	CEO
	Officer Signature:	  	 /s/ David Velez Osorno
	  	Date:	  	19/DEC/2013
		
	MasterCard Entity:	  	MASTERCARD INTERNATIONAL INCORPORATED
	MasterCard Signature:	  	 /s/ Ajay Banga
	  	Effective Date:	  	29/JAN/2014
	Title:	  	AJAY BANGA	  		  	
		  	PRESIDENT & CEO	  		  	

  

  

					
	MasterCard License Agreement	  	Page 3 of 3	  	 Revised: July 2013

©2013 MasterCard















 CONFIDENTIAL 

SUPPLEMENT TO MASTERCARD LICENSE AGREEMENT 

This Supplement to MasterCard License Agreement (the “Supplement”) is effective Date set forth below and is entered into by and between EO2
Soluções de Pagamento S.A. (“Licensee”) and MasterCard International Incorporated (“MasterCard”) and constitutes a supplement to the MasterCard License Agreement entered into by and between Licensee and MasterCard
(the “License Agreement”) pursuant to which MasterCard granted to Licensee a license (the “License”) to use the Marks subject to the terms and conditions set forth in the License Agreement. 

PRELIMINARY STATEMENTS 

WHEREAS, Licensee has received the License from MasterCard authorizing Licensee to engage in the MasterCard business and use the Marks;
and, 
 WHEREAS, such License is subject to certain additional terms and conditions as forth in this Supplement; 

NOW THEREFORE, incorporating the above preliminary statements, and in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, MasterCard and Licensee further agree as follows: 
 1.
Terms and Conditions upon License. With respect to its participation in the MasterCard business in the Federative Republic of Brazil (“Brazil”) pursuant to the License, notwithstanding anything in the License Agreement or Rules to
the contrary and in addition to any other obligations Licensee may owe MasterCard under the License Agreement or Rules, Licensee hereby further acknowledges and agrees, throughout the term of the License (the “Term”), that: 

 

	 	a.	 Financial Reporting. Licensee will deliver to MasterCard (i) quarterly within 45 days following the
end of the first three fiscal quarters of each fiscal year of Licensee, consolidated and consolidating balance sheets, income statements and statements of cash flow of Licensee for such quarterly period and for the period from the end of the last
fiscal year of Licensee, and (ii) within 90 days following the end of each fiscal year of Licensee audited comparative consolidated and unaudited comparative consolidating balance sheets, income statements and statements of cash flows,
certified, in the case of consolidated annual statements by independent public accountants of recognized standing, and in the case of quarterly and consolidating annual statements, by a financial officer of Licensee for such period.



  

	 	b.	 Audits. Licensee will submit to as many audits or investigations, as MasterCard may determine, and
conducted as MasterCard deems appropriate, to determine Licensee’s compliance with the provisions of this Supplement, the License Agreement and the MasterCard Bylaws and Rules (the “Rules”). Such audits or investigations may also
include, without limitation, Licensee’s anti-money laundering practices and procedures, OFAC rules compliance, financial soundness, corporate governance and operating standards and controls. MasterCard may at its discretion engage the services
of independent third parties to assist in the conduct of such audits or investigations. Such audit will be conducted at Licensee’s expense. Licensee will cooperate, and cause the cooperation of its independent auditors and other necessary
agents and personnel, in the conduct of any such audit or investigation by MasterCard or such independent third party. 


  

	 	c.	 Credit Products Only; Program Registration Requirement. Licensee acknowledges and agrees that the
License authorizes Licensee to engage solely in the issuing of MasterCard Credit Products, and under no circumstances shall the Licensee issue, or attempt to issue, by direct or indirect means, any MasterCard Debit Products or MasterCard Prepaid
Products without the prior written consent of MasterCard. Also, all such MasterCard Credit Product programs to be issued by Licensee, pursuant to this License, shall be pre-approved in writing by, and
registered as a Special Issuer Program with, MasterCard prior to issuing such payment cards. 


  

  
 Page 1 of 3 













 CONFIDENTIAL 

 

	 	d.	 No Sponsorship of Affiliates. Licensee shall not sponsor any other entity to be an Affiliate member or
licensee of MasterCard. 


  

	 	e.	 Brazil Only; No Extensions of Area of Use. Licensee shall issue MasterCard Credit Products only within
the national territory of Brazil. Licensee shall not be permitted to request and shall not be entitled to receive an extension of area of use. Notwithstanding the above, the MasterCard Credit Products to be issued by Licensee pursuant to the License
may have international (i.e., outside of Brazil) acceptance and other functionalities. 


  

	 	f.	 Exclusivity; Agreements Respecting Competing Brands. Licensee shall refrain from entering into any
agreement or arrangement that will have the effect of marketing, promoting, publicizing, issuing, acquiring, or facilitating the issuance, acquisition, or use of any payment card, or similar device, issued under, or in association with, a Competing
Brand. For purposes of this subsection, the term “Competing Brand” shall include Visa, American Express, Discover, Diners Club, JCB, Carte Blanche, CarNet or any other brand that MasterCard determines to be in competition with MasterCard.



  

	 	g.	 Card Retention (Non-Conversion). Licensee shall cause all
MasterCard payment cards issued by Licensee during the Term to remain MasterCard-branded payment cards and shall ensure that no such MasterCard-branded payment cards are converted to a brand other than the
MasterCard® brand for the duration of the cardholders’ relationship with Licensee (the “Non-Conversion Period”). Licensee further
acknowledges and agrees that if, during the Non-Conversion Period, Licensee in any way divests itself (including, without limitation, by way of sale of any MasterCard-branded payment cards, by voluntary or
involuntary transfer, by operation of law or otherwise) of one or more MasterCard-branded payment cards that would have been subject to the terms of the Supplement had no such divestiture occurred, then Licensee shall guarantee to MasterCard the
continued observance by the entity acquiring such MasterCard-branded payment cards of the provisions and obligations of this subsection following such divestiture with respect to the divested MasterCard-branded payment cards. The provisions of this
subsection shall survive termination of this Supplement. 


  

	 	h.	 Switching Exclusivity. Licensee hereby agrees that all of its MasterCard-branded payment card
transactions will be routed for authorization, clearing and settlement through the Global Clearing Management System (GCMS), the centralized clearing facility owned and operated by MasterCard for the daily processing and routing of financial
transactions between MasterCard and its members. 


  

	 	i.	 Legal and Regulatory Compliance; Indemnification. Licensee hereby represents and warrants to MasterCard
that the execution and delivery of the License Agreement (as modified by this Supplement), and the performance of the MasterCard limited issuing business in Brazil contemplated in such documents, do not violate any law, statute, ordinance,
regulation, judgment, writ, injunction, rule, decree, order, or any other restriction or requirement of any kind or character applicable to Licensee. Licensee hereby further represents and warrants to MasterCard that Licensee’s activities to be
performed pursuant to the License shall not constitute banking activity under applicable Brazilian law or regulation. In addition to any other indemnification obligation Licensee may owe to MasterCard under the License Agreement, Rules or otherwise,
Licensee shall indemnify and hold harmless MasterCard, and its stockholders, directors, officers, employees, agents and affiliates, from and against any and all actions, proceedings, losses, costs, expenses (including, without limitation, the fees
and expenses of counsel for MasterCard at both trial and all appellate and bankruptcy levels), claims and/or demands in any way arising out of the acts or omissions and/or the performance or failure to perform by Licensee in connection with the
representations and/or warranties made by Licensee to MasterCard under this subsection, including, without limitation, in the event that any of such representations and/or warranties are not true. 



  
 Page 2 of 3 













 CONFIDENTIAL 

 
 2. Miscellaneous. Except as expressly supplemented or amended herein, the License
Agreement shall continue in full force and effect as in effect on the date of this License Supplement. To the extent that any such terms of the License Agreement conflict with the terms of this Supplement, the terms of this Supplement shall govern.
All capitalized terms not defined herein shall have the meanings given to them in the License Agreement or Rules. For purposes of this Supplement: (i) the term “MasterCard Credit Product(s)” means a MasterCard-branded credit card that
has the characteristics approved by MasterCard’s Franchise Department in authorizing the issuance of such a product in accordance with the Rules; (ii) the term “MasterCard Debit Product(s)” means a MasterCard-branded debit card
that has the characteristics approved by MasterCard’s Franchise Department in authorizing the issuance of such a product in accordance with the Rules; and, (iii) the term “MasterCard Prepaid Product(s)” means a MasterCard-branded
prepaid card that has the characteristics approved by MasterCard’s Franchise Department in authorizing the issuance of such a product in accordance with the Rules. Nothing herein is, or shall be construed as, a waiver or release of any right or
privileged held by, or obligation Licensee may owe to, MasterCard under the License Agreement or Rules. All such rights and privileges are affirmatively retained by MasterCard. 

IN WITNESS WHEREOF, the parties have negotiated and agreed upon each and every one of the provisions in this Supplement for which
reason this Supplement cannot under any circumstances be considered an adhesion contract and have executed this Supplement as of the date first written above. 
  

			
	MASTERCARD INTERNATIONAL INCORPORATED
		
	By:	 	 /s/ Ajay Banga

	Name: AJAY BANGA
	Title: PRESIDENT & CEO
	
	Effective Date: 29/JAN/2014
	
	EO2 SOLUÇÕES DE PAGAMENTO S.A.
		
	By:	 	 /s/ Cristina Junqueira

	Name: CRISTINA JUNQUEIRA
	Title: DIRECTOR
	
	Date: 19/DEC/2013


  
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