Exhibit 10.14



 


AMENDMENT TO AND RESTATEMENT OF


THE QR CODE WITHDRAWAL 


SERVICES AGREEMENT


 


BANCO ORIGINAL S.A., with its principal
place of business in São Paulo, SP, at Rua Porto União, No. 295, Postal Code 04568-020, enrolled with the National
Corporate Taxpayers’ Register (CNPJ) under No. 92.894.922/0001-08, herein represented pursuant to its By-Laws, by its undersigned
officers, hereinafter referred to simply as “Original”; and


 


PICPAY SERVIÇOS S.A., a joint-stock
company, with its principal place of business at Avenida Manuel Bandeira, 291, Atlas Office Park condominium, block A, 1st floor
(offices 22 and 23), 2nd and 3rd floors, block B, 3rd floor (offices 43 and 44), Vila Leopoldina, São Paulo, SP, Postal
Code 05.317-020, enrolled with the CNPJ/ME under No. 22.896.431/0001-10, hereinafter individually referred to as “PicPay”;
and jointly with Original referred to as “Parties” and separately and indistinctly as “Party”.


 


WHEREAS:


		i.	On September 3, 2019, the Parties entered into the
QR CODE Withdrawal Services Agreement (“Agreement”);



		ii.	The Parties wish to amend the provisions of the Agreement,
as well as to restate them into a single instrument.



 


NOW, THEREFORE, the Parties, by
mutual and common agreement, sign this Amendment to and Restatement of the Agreement (“Restated Agreement”), which
shall be governed by the following clauses and conditions.


 


		1.	SUBJECT MATTER



 


		1.1.	The subject matter of the Agreement is the grant of
access service, by Original to Picpay, for the processing and withdrawal of amounts existing in accounts held in custody or issued
by Original, directly or indirectly, upon the use of QR Code in the ATMs owned by the company Tecnologia Bancária S.A.
(“Services”).



 


		1.2.	For perfect performance of the subject matter of this
Agreement, Original shall grant Picpay access to the Transfer API, to enable secure traffic of the data imputed in the ATMs by
the PicPay user and authorization for the withdrawal itself.



 


		1.3.	Any and all services that do not fall under this instrument
and the provision of which results in additional lien to any of the parties shall be the subject of a specific negotiation and
formalization of a specific instrument approved by both Parties.



 


		1.4.	During performance of this Agreement, and even after
termination hereof, the Parties shall observe the principles of honesty and good faith and the accessory duties of loyalty, information,
cooperation and confidentiality.



 


		2.	OPERATIONAL



 


		2.1.	The Services shall be provided as from the time the
PicPay user uses the functionality available on the PicPay App. In this case, the user, who shall be at an ATM, shall follow the
PicPay App’s instructions described below:



 


		i.	On the PicPay App, the user shall open his/her “Wallet”
and select the option “Withdraw”;



 


		ii.	In the cash withdrawal modalities, the user shall
select the option “ATM Withdrawal”, selecting the amount he/she wishes to withdraw;



 


		iii.	After the user selects the amount, the PicPay App
shall open the smartphone camera to type the QR code;



 






     


     


    

 


		iv.	At the ATM, the user shall press the option “digital
withdrawal” and then select the option “QR code”;



 


		v.	The ATM screen will display the QR code, which shall
be scanned by the PicPay user;



 


		vi.	After scanning, the PicPay App will request confirmation
of the withdrawal to the user, who must do it by entering his/her password or providing his/her fingerprint;



 


		vii.	Upon confirmation of the withdrawal, the ATM will
release the amount in banknotes, and the PicPay App will notify the user that the withdrawal has been completed.



 


		2.2.	At this time, PicPay shall confirm if the user requesting
the withdrawal has credit in his/her wallet to carry out the transaction in accordance with the requested amount. The withdrawal
may only be approved by PicPay if the user actually has sufficient balance in the wallet to carry out the transaction. After such
verification, via Consultation API, the information on the amount the PicPay user wishes to withdraw shall be directed by PicPay
to Original. In addition to the information on the amount, PicPay shall send to Original, via API, the information on the name
and Taxpayer ID (CPF) of the user.



 


		2.3.	In a few seconds, Original shall confirm if the Legal
Entity (PJ) Checking Account held in the name of PicPay (Account 73906-5, Branch 0001, held with Banco Original – 212) has
sufficient balance for approval of the withdrawal of the requested amount. If positive, Original shall send to Tecban, via API,
authorization to release the banknotes and the PicPay user may withdraw them at the ATM.



 


		2.4.	In the event that there is no sufficient balance in
the aforementioned Checking Account to carry out the transaction requested by the user, it shall be denied by Original and the
withdrawal will not be implemented. The user will be informed that “it has not been possible to carry out the transaction
at this time”. Similarly, if PicPay detects insufficient balance in the user’s wallet to carry out the withdrawal,
the user shall be informed, on the PicPay App, that there was no insufficient balance to carry out the requested transaction.



 


		2.5.	Considering that PicPay does not have a commercial
relationship with the Company Tecnologia Bancária S.A. to use its machinery that allows withdrawals in cash, it is aware
of and agrees that it may not use the trade name and the trademark of Banco24Horas on its application without the express and
written authorization of Tecnologia Bancária S.A. to provide its users with the functionality withdrawal without card.



 


		3.	OBLIGATIONS OF THE PARTIES



 


		3.1.	For perfect and full compliance with this Agreement,
the Parties agree to:



 


		a.	perform the Services by using the best existing technique,
for the purpose of achieving the best possible result;



 


		b.	be solely and fully liable for provision of the Services,
providing all resources required for such purpose and managing the designated professionals;



 


		c.	request the other Party to provide all operational
information it may deem necessary for provision of the Services, based on its technical knowledge and experience;



 


		d.	maintain and, whenever applicable, renew, throughout
the term of effectiveness of this Agreement, the records, agreements, licenses and other legal and technical requirements for
performance of its activities and of this Agreement, promptly showing to the other Party the corresponding proofs, whenever requested;



 


		e.	immediately notify, in writing, any nonconformity,
event, impediment, error or omission that may in any way affect the provision of the Services or the time of performance of the
Services, including events relating to deviation of function, suspension, revocation or expiry of the registrations and licenses
mentioned in the preceding item or, also, interference by its agents in relation to the professionals designated by the other
Party for performance of the Services;



 






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		f.	timely regularize Services or procedures that are inadequate
or incompatible with the specifications defined in this Agreement, under penalty of, in case it fails to do so, authorizing the
other Party to provide, on its account or by a third party, the necessary redress, with the transfer of the corresponding costs
to the breaching Party;



 


		g.	keep the other Party informed of the progress of the
Services and objective results reached, explaining any doubts that may arise and attending meetings that may be scheduled;



 


		h.	allow the other Party to permanently monitor the evolution
of the Services, even conducting, at its sole discretion, on its account or on account of third parties, audits in its premises
and requesting documents and information, which shall be promptly provided;



 


		i.	cooperate with quality verification process and verification
of responsibilities;



 


		j.	care for the safekeeping and conservation of assets,
data, files and documents provided, providing the return or destruction thereof, upon request and without additional lien;



 


		k.	comply with the applicable law, especially the rules
governing intellectual property, consumer, security and confidentiality, environmental preservation rights, social responsibility
of the companies and anticorruption rules, being fully liable for the violations it may cause;



 


		l.	designate an authorized representative to monitor the
progress of the Services, inspect and resolve possible existing doubts.



 


		3.2.	The Parties assume full administrative, financial and
legal liability relating to any type of installation of software or technologies required, as well as for coordination of the
subject matter hereof, to the extent applicable to them.



 


		3.3.	The Parties jointly or individually agree:



 


		(i)	To provide the necessary support to achieve the subject
matter of this Agreement in its full extent;



 


		(ii)	To perform the portion hereof it is required to perform,
caring for the good quality of the actions and Services provided, seeking to achieve efficiency, efficacy, effectiveness and economy
in the performance of the subject matter hereof;



 


		(iii)	To grant the other Party access to any information
that relates to the subject matter agreed hereunder;



 


		(iv)	Neither to assign nor to transfer the rights and obligations
hereunder without the prior and express authorization of the other Party.



 


		4.	REPRESENTATIONS



 


		4.1.	PicPay represents that:



 


		a)	During effectiveness of this Agreement, it shall hold
the Checking Account mentioned in item 2.3 open and with positive balance [VA1];



 


		b)	It is aware that it shall remunerate Original for
each withdrawal without card made by its users, pursuant to section 6, even in the event of failure to implement the withdrawal
due to lack and/or insufficiency of funds in the Checking Account mentioned in item 2.3 or in the user’s wallet;



 


		c)	It is aware that the volume of withdrawals made shall
be debited from the Checking Account mentioned in item 2.3 at the exact time of the transaction; and



 


		d)	It is aware that Original neither is nor will be,
in any event, responsible for checking the identity of the user who uses the “Withdrawal Without Card” service, and
that the authorization for withdrawal shall be sent to Tecban simply in the event that there is positive balance in the Checking
Account mentioned in item 2.3; and



 






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		e)	It is aware that Original neither is nor will be,
in any event, responsible for checking of the PicPay user has sufficient balance in his/her wallet to make a Withdrawal Without
Card.



 


		4.2.	Original represents that:



 


		a)	It will provide PicPay with a daily report for verification
of the volume and number of withdrawals made.



 


		b)	It will provide PicPay with the possibility of using
the Services;



 


		c)	It is not responsible for the identity of the PicPay
user who uses the “Withdrawal without Card” service; and



 


		d)	It will keep record of the withdrawals made by the
PicPay users.



 


		5.	TERM AND TERMINATION



 


		5.1.	This Agreement shall be effective for an indefinite
term, as from September 3, 2019.



 


		5.2.	Either Party may, at any time, upon a ninety- (90)-day
prior written notice, terminate this Agreement, regardless of the reason and without the payment of a fine or any type of penalty.



 


		5.3.	The Agreement may be terminated, at the non-defaulting
Party’s discretion:



 


		(i)	upon written notice, in the event of breach of contractual
or statutory provision by one of the Parties that is not cured within ten (10) consecutive days as from receipt of written notice
sent by the non-defaulting Party, without prejudice to imposition of the fine set forth in section 17.1;



 


		(ii)	upon written notice, in the events of filing for judicial
or extrajudicial reorganization of any of the Parties or for judicial or extrajudicial liquidation, dissolution or bankruptcy
of any of the Parties;



 


(iii) noncompliance with
any obligations related to anticorruption rules.


 


		5.4.	In any event of regular or early termination of this
Agreement, the Parties shall comply with the following specific obligations:



 


		(i)	The Parties shall cease the provision of the Services
on the agreed date;



 


		(ii)	The Parties shall return or destroy all assets, documents,
files, databases and records in any format, whether physical or digital, of any nature, which have been used within the scope
of the provision of the Services.



 


		5.5.	The Parties agree that in the event of a significant
change in their controlling interest, the other Party may, at its discretion, request the return or destruction of all its information,
files and database, which shall be complied within sixty (60) days, except for those that must be kept as required by law.



 






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		6.	PRICE AND FORM OF REMUNERATION



 


		6.1.	For the Services provided, PicPay shall pay to Original
the amount per withdrawal pursuant to the table below per user of the PicPay App who uses (or tries to sue) the “Withdrawal
without Card” service:



 


	Number of transactions / month	 	Unit Tariff per Withdrawal	 
	Up to 70 thousand	 	R$	6.4785	 
	More than 70 thousand	 	R$	4.1983	 
	Withdrawals attempted, but not implemented	 	R$	2.1900	 



 


		6.2.	The price described in item 6.1 includes all social
and labor liens, expenses and charges, including with respect to occupational accident and civil liability, taxes, salary variations
and any other cost Original must support to comply with this Agreement.



 


		6.3.	The amounts set forth in item 6.1 shall be adjusted
always in accordance with and in the frequency of the price variation presented by the company responsible for the ATMs (TECNOLOGIA
BANCÁRIA S.A.) to Original, subject to the ranges above. After six (6) months of effectiveness hereof, the amounts mentioned
in item 6.1 above shall only be maintained if PicPay presents, in this period, by means of its users, a volume of at least seventy
thousand (70,000) withdrawals. Upon lapse of the initial six- (6)-month period, of said volume is lower, the amount of the first
range (up to 70 thousand withdrawals) shall be R$8.2265.



 


		6.3.1.	Without prejudice to the head provision of section
6.3, the pricing may be renegotiating at any time, by mutual agreement of the Parties, taking into consideration, especially,
the conditions and the dynamics of the contractual relationship, upon execution of an amendment to this Agreement.



 


		6.4.	The price of the Services shall be debited by Original
from the Checking Account mentioned in item 2.3, every 5th business day of each month, and it shall consider all transactions
carried out from the 1st to the 30th/31st day of the previous month.



 


		6.5.	In the event of divergence between the Parties with
respect to the amounts due, Original shall debit the undisputed amounts, suspending the enforceability of the disputed amounts
until resolution of the divergence.



 


		6.6.	PicPay hereby authorizes the setoff of credits due
to it against the amount of fines and reimbursements for which it is liable, as assessed in accordance with the provisions hereof.



 


		7.	RESPONSIBILITIES OF THE PARTIES



 


		7.1.	The Parties assume responsibility for all acts and/or
omissions of their employees and/or agents, as well as for all damages of any kind caused to the other Party and/or to third parties
as a result of the Services provided hereunder.



 


		7.2.	The Parties shall be liable for the civil, labor, social-security,
tax, insurance, administrative and socioenvironmental obligations, to ensure the resolution of facts for which the other Party
may be held liable, until the respective rights are barred by the statute of limitations or peremption.



 


		7.3.	The
Parties shall fully incur, for their exclusive account, irrespective of other liabilities provided by law and/or provided herein,
the redress for proved losses and damages, of any kind, caused to the other Party or to third parties
as a result of the legal relationship established by means of this Agreement, including the losses resulting from frauds and failures
in the quality of the services or violation of rights of personality, intellectual property rights and confidentiality.



 


		7.4.	The
liability of the Parties, for any reason, with respect to the performance or nonperformance of the Services, resulting from
any kind of complaint or demand, shall be unlimited.



 






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		8.	INTELLECTUAL PROPERTY



 


		8.1.	The trademarks, patents, industrial designs, applications,
databases, preexisting materials of Original are fully and exclusively owned by Original. Similarly, the trademarks, patents,
industrial designs, applications, databases, preexisting materials of PicPay are fully and exclusively owned by PicPay.



 


		8.2.	PicPay may not use the trade name of Original, its
trademarks, logos and other distinctive signs, even if as mere reference, in any means and on any account, without the prior,
express and written authorization of Original. The same applies to Original.



 


		8.3.	The Parties warrant that the Services and preexisting
materials owned by them neither breach nor will breach any intellectual property or personality rights, patents or trade secrets
of third parties, taking full responsibility for the losses resulting from any judicial or administrative proceedings based on
violation of rights of the kind.



 


		8.4.	Original represents that it has no copyright on any
software, application, or technological tool developed by PicPay to achieve the subject matter hereof. PicPay is the exclusive
owner of everything that is developed and idealized hereunder, and which it may register and exploit at its discretion, without
any participation or interference of Original.



 


		9.	CONFIDENTIALITY



 


		9.1.	Throughout the entire term of effectiveness of this
Agreement and for three (3) years after termination hereof, except for the events provided for in section 9.1.2, the Parties shall
grant confidential treatment to this Agreement, the negotiations that preceded it, the execution hereof and all information it
comes to obtain or to which it may be granted access as a result of the Services, refraining from using it for any purpose other
than for normal performance of this Agreement.



 


		9.1.1.	“Confidential Information” means any information
or document of Original, obtained or accessed by PicPay, covering the personal data and operations of Original’s customers,
data of their employees, corporate data, economic and financial information, reports and strategic, technical, legal, accounting,
operational, administrative, commercial, financial and economic analyses, as well as intellectual works and software owned by
it, obtained by any means (whether orally or in writing, expressly or tacitly), which may be included in any documents, spreadsheets,
programs, systems, photographs, reports, physical support, electronic means etc.



 


		9.1.2.	The term referred to in sub-item 9.1 is not applicable
to information protected by bank or tax secrecy, and the confidentiality of such information must be observed by the Parties on
a permanent basis.



 


		9.2.	All Confidential Information shall be kept in a safe
place and with access restricted to the professionals of the Parties who need to access such information for provision of the
Services.



 


		9.2.1.	The Parties are prohibited from disclosing Confidential
Information to third parties, unless there is prior and express consent from the legal representatives of the other Party.



 


		9.3.	The Parties agree to immediately inform the other Party
of any breach of the confidentiality rules by any person, including unintentional or faulty breach of Confidential Information.



 






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		9.4.	In case any of the Parties is required to disclose
any Confidential Information due to an administrative or court order, it shall inform the other Party within twenty-four (24)
hours, so that it can take the legal measures it may deem necessary.



 


		9.4.1.	In the event provided for in sub-item 9.4, if the Party
discloses Confidential Information without informing the other Party, it shall be subject to the provisions of sub-item 9.6.



 


		9.5.	At any time and without prior notice, either Party
may request the return of Confidential Information that is in the possession of the other Party, in which case the other Party
must immediately return it or destroy it, and it is prohibited from keeping copies of any Confidential information.



 


		9.5.1.	The return or destruction referred to in sub-item 9.5
shall be documented in a statement signed by the Party, under the penalties of law, which shall contain all Confidential Information
actually returned/destroyed and the statement that it does not have any copy of that information.



 


		9.5.2.	Even upon the return/destruction of any Confidential
Information, the Party shall remain bound by the duty of confidentiality and other conditions set out in this Agreement, under
penalty of application of the provisions of sub-item 9.6, in addition to other legal penalties.



 


		9.6.	Without prejudice to immediate termination hereof,
noncompliance, by any of the Parties or by their representatives or agents, with any provision of this Agreement related to the
security, use and disclosure of Confidential Information shall give rise to indemnification in an amount to be defined in Court.



 


		9.6.1.	In case it discloses any Confidential Information without
the prior and express authorization of the other Party, the Party may be subject, without prejudice to the liability set forth
in sub-item 9.6 and to criminal liability, to administrative sanctions imposed by the regulatory bodies (Central Bank of Brazil,
Securities Commission etc.).



 


		10.	LABOR ASPECT



 


		10.1.	In no event will this Agreement establish a labor relationship
between PicPay’s and Original’s employees, or vice-versa, each of whom shall be responsible for any labor claims filed
by their employees, representatives and other collaborators.



 


		10.1.1.	It is incumbent upon each of the Parties to assume exclusive
and full responsibility for the recruitment, admission, management and inspection of the professionals designated by it for performance
of the Services, as well as for compliance with the corresponding labor, tax and social-security obligations.



 


		10.1.2.	The Parties shall formally appoint a duly qualified manager
to coordinate the execution of the services, who shall be responsible for the Services provided, as well as for providing the
other Party with all necessary information about the works and the team under his or her management. Communications regarding
the demands and Services between the Parties shall be solely and exclusively made between the appointed managers.



 


		10.1.3.	The Parties represent that they are individually responsible
for any kind of payment or indemnification claimed by their employees/agents, mainly with respect to labor claims and occupational
accidents.



 


		10.1.4.	The responsibility of the Parties mentioned in the previous
sub-items shall remain even in the event of acknowledgment of the employment relationship of any of its professionals with the
other Party, for any reason.



 






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		10.2.	The Parties agree to present the ither Party, upon
request and at any time, within twenty-four (24) hours as from the respective request, proofs of payment of salaries, bonuses,
payment of social-security contributions and deposits to the Unemployment Compensation Fund (FGTS), or other documents required
by law, in relation to employees who have been designated to provide the Services, in addition to data and information that clearly
identify these professionals, the place and period of activity, as well as any other documents that demonstrate the legal qualification,
financial health and tax compliance of the other Party.



 


		10.3.	In the event of acknowledgment of employment relationship
between an employee or a third party linked to a Party vis-à-vis the other Party by the Labor Court, the latter shall fully
reimburse the expenses that may be borne by the Party that is the Respondent in the labor claim.



 


		10.4.	In the case of 10.3, the Party shall acknowledge the
debt as its own, crediting the respective amounts to the checking account indicated by the aggrieved Party within five (5) business
days as from the request.



 


		10.5.	The Parties further agree to reimburse the other Party
for any costs, fees, fines and procedural expenses it may have to incur as a result of the claims brought against it by personnel
designated by it to provide the Services.



 


		10.6.	The Parties may not, now or in the future, claim in
court, to exempt themselves from their responsibilities, that the defense promoted by the other Party was imperfect or that the
case has been unsatisfactorily monitored.



 


		10.7.	Each Party shall be responsible for paying the respective
taxes of which they are taxpayers.



 


		11.	ASPECT RELATING TO THE ANTICORRUPTION LAW



 


		11.1.	The Parties mutually, irrevocably and irreversibly
represent that their directors, managers, employees, service providers, including their subcontractors and agents, fully understand
and comply with the provisions of the Brazilian and international laws, regulations and normative provisions to which they are
subject, the purpose of which is the fight against corruption, bribery and the practice of acts harmful to the Government.



 


		11.2.	For performance of this Agreement, neither Party may
offer, give or undertake to give to anyone, or accept or commit to accept from anyone, either on their own account or by means
of others, any payment, donation, compensation, financial or non-financial advantages or benefits of any kind that constitute
illegal practice and/or corruption, whether directly or indirectly as to the subject matter of this Agreement, they and shall
also ensure that their directors, managers, employees, service providers, including their subcontractors and agents, act in the
same way.



 


		11.3.	The Parties shall maintain their books and/or Digital
Accounting Bookkeeping (ECD), records and accounting documents with details and precision sufficiently adequate to reflect the
transactions clearly and unambiguously and funds related to this Agreement.



 


		11.4.	The Parties mutually ensure each other that they adopt
anticorruption policies, processes and procedures in order to guarantee due compliance with the Brazilian and international laws,
regulations and normative provisions to which they are subject, with the purpose of combating corruption, bribery and the practice
of acts harmful to the Government.



 


		11.5.	In the event that on the Parties becomes involved in
inquiries or administrative or judicial proceedings due to the practice of corruption, bribery and/or the practice of acts detrimental
to the Government during or in relation to performance of this Agreement, the Party that causes said situation shall assume the
respective burden, and shall also present the documents that may assist the other Party in its defense.



 






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		11.6.	For purposes of this section, there will be not contractual
breach when the involvement of any of the Parties in a situation related to the practice of corruption, bribery and/or the practice
of acts harmful to the Government is notorious and of public knowledge at the time of execution of this Agreement.



 


		12.	SOCIAL
AND ENVIRONMENTAL ASPECT



 


		12.1.	Each Party represents to the other Party that: (a)
it is vested with all powers and authority to assume and fulfill the obligations set forth herein and to consummate the transactions
contemplated herein; and (b) the formalization and performance of this Agreement does not imply a breach of any applicable third-party
right, law or regulation, or also a violation, breach or default of any contract, instrument or document to which it is a party
or by which it any of its assets is linked and/or affected, nor does it depend on obtaining any authorization under any agreement,
instrument or document to which it is a party or by which any or any of its assets is linked and/or affected.



 


		12.2.	The Parties represent and warrant to each other that
they:



 


		a.	exercise their activities in accordance with the legislation
in force applicable to them, and that they hold the necessary approvals for execution of this Agreement and compliance with the
obligations provided for therein;



 


		b.	do not use illegal labor and will not use forced or
child labor, either directly or indirectly, through their respective suppliers of products and services;



 


		c.	do not employ children under eighteen (18) years of
age, including minor apprentices, in places that are harmful to their education, to their physical, psychological, moral and social
development, as well as in dangerous or unhealthy places and services, at times that do not allow them to attend school, and,
also, in night shifts, understood as the period between 10 p.m. and 5 a.m.;



 


		d.	do not adopt practices related to activities that imply
criminal profit from prostitution or sexual exploitation of vulnerable people;



 


		e.	do not engage in negative discrimination practices
and limit access to the employment relationship or maintenance thereof, such as, for example, those motivated by: gender, origin,
race, skin color, physical condition, religion, marital status, age, family situation or pregnancy; and



 


		f.	agree to protect and preserve the environment, as well
as to prevent and eradicate practices that are harmful to the environment, carrying out their activities in compliance with the
applicable law with respect to the National Policy on the Environment and Environmental Crimes, as well as with the legal, normative
and administrative acts related to the environmental and related areas issued on the Federal, State and Municipal levels.



 


		13.	REPRESENTATIONS AND WARRANTIES



 


		13.1.	The Parties represent and warrant that the Services
shall be provided by qualified technicians and in a professional manner, and they agree to provide the Services in strict compliance
with the ethical and professional precepts applicable to the matter, agreeing to provide full satisfaction of the interests of
Original and PicPay.



 


		13.2.	The Parties represent and warrant, under the penalties
of law, that:



 


		a.	they do not have a conflict of interest between them
or with any company of their economic groups that could affect the performance of the Services;



 






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		b.	they have professionals hired in accordance with the
provisions of the Consolidated Labor Laws, who are honest, qualified and capable of performing the Services and using and implementing
all technical requirements described in the documents mentioned in the preceding letter;



 


		c.	the professionals who shall be designated to provide
the Services have training that qualifies them to comply with the statutory and regulatory requirements in effect applicable to
the Services; and



 


		d.	their computer technology environments are equipped
with logical protection resources, and are able to ensure full and efficient protection of data and of the communications made
by electronic means.



 


		14.	NOTICES BETWEEN THE PARTIES



 


		14.1.	If either Party wishes or is required to notify the
other Party, such notice shall be sent to the addresses set forth in the preamble hereof.



 


		14.2.	The notices referred to in subitem 14.1 may be delivered
personally, with proof of receipt by the other Party, or transmitted by telegram, email with registration of receipt, posted by
mail with acknowledgment of receipt or delivered via the Registry of Deeds and Documents. The notices shall be deemed duly complied
with when delivered to the representatives and at the addresses mentioned above.



 


		14.3.	Considering that, in order to comply with this Agreement,
information may be exchanged electronically, the Parties represent to acknowledge the validity of the information and data transmitted
electronically and that, according to article 225 of the Civil Code, the mechanical or electronic reproductions of facts or of
things make full proof thereof, if the party against whom they are shown does not challenge their accuracy.



 


		14.4.	The Parties may, as necessary, change their representatives
and/or addresses for the purpose of receiving notices related to this Agreement, giving the other Party notice of such change,
in writing, ten (10) days in advance.



 


		15.	LIABILITY FOR LAWSUITS



 


		15.1.	In the event that any client of Original brings a lawsuit
directly against PicPay, due to a failure in the provision of the service for which Original is liable, it shall be informed within
three (3) days as from the date on which the process is served and agrees to provide all necessary information about the case
to PicPay within forty-eight (48) hours, even if the lawsuit in question is filed after termination of this agreement.



 


		15.2.	In this case, upon proof of failure in the provision
of services by Original, subject to the obligations contained in this Agreement, PicPay retains the right of recourse against
Original, as well as the right to full reimbursement for the expenses incurred with defense, fees, court costs and adverse award,
resulting from the lawsuits referred to in item 15.1 above, without prejudice to the option of impleading Original.



 


		15.3.	In
the event that any client of Original sues it due to a failure in the provision of the Services for which PicPay is liable, Original
may implead PicPay. In this case, PicPay shall be liable for the damage caused by it, and it agrees to
reimburse all expenses incurred with defense, fees, court costs and adverse award supported by Original.



 


		15.4.	In the event of lawsuits the allegation of which results
from a PicPay user, which does not have any kind of relationship with Original, especially lawsuits relating to the identity of
the user who requested the “Withdrawal without Card” service, PicPay shall be liable for the expenses with defense,
and possible adverse award, except in the event of exclusive fault of Original. In this case, PicPay agrees to reimburse all amounts
incurred by Original in its defense and possible adverse award, in case only the latter is a defendant in the lawsuit.



 






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		16.	USE OF ORIGINAL’S API BY PICPAY



 


		16.1.	Original hereby grants PicPay a limited, temporary,
revocable, non-exclusive, non-transferable license to access, copy and use the API for the specific purpose of accessing the fund
transfer service.



 


		16.2.	Original may, at any time, at its sole discretion and
without PicPay, any user or third parties having the right to indemnification of any kind, suspend, deny, limit, price or modify
the right of access and/or change the technical specifications of its API. For that purpose, it shall inform PicPay reasonably
in advance, compatible with the technical complexity of the changes required to adjust the PicPay App to the new specifications
of its API.



 


		16.3.	PicPay is aware that the use of Original’s API
is subject to the security policies and procedures approved by Original, which include, without limitation, the procedures for
generating and using credentials, which shall be granted strict confidential treatment and which may be changed by Original at
any time.



 


		16.4.	Neither PicPay nor its users may:



 


		a)	modify, avoid or disable
any API element, API content and/or API service or any element of its security and access devices;



 


		b)	disrupt, interfere with, or intentionally cause an
adverse effect, of any nature, in the access to or use of the API, API content and/or API
service;



 


		c)	breach, in any way, intellectual
property rights of Original or third parties;



 


		d)	employ software, techniques and/or devices in order
to misuse the API, API content or API service or transmit or introduce viruses, worms, Trojan horses or other malicious, contaminating
and/or destructive software through the PicPay Application or during use thereof;



 


		e)	use the API, API content and/or API service, wholly
or in part, to change the classification or the concept of a given consumer, with
respect to its eligibility to carry out business of any kind or also for any other purpose;



 


		f)	use the API, API content and/or API service or the
PicPay Application for the purpose of enabling, directly or indirectly, the commission of misdemeanors, fraudulent or illegal
acts of any nature or acts contrary to morals and good customs;



 


		g)	use a robot or any other automated information search
engine to extract or index, wholly or in part, the API data, API content and/or API
service, for any unauthorized purpose; and



 


		h)	obtain or attempt to gain unauthorized access to other
systems or computer networks connected to Original’s services.



 


		16.5.	PicPay is aware that Original’s API, its content
and services have no warranty, express or implied, of operation, accuracy, uninterrupted or error-free operation, suitability
for a specific purpose, security, stability, compatibility with others technological resources, availability or performance, and
that the risks arising from use thereof are entirely its responsibility. Therefore, PicPay, the users or third parties have no
right to receive from Original any specific content, maintenance or support of any kind. PicPay is solely responsible for the
Application it has developed, its operation, use and results, and also for providing technical assistance or maintenance to the
respective users.



 






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		16.6.	Original may, at its sole discretion, modify the features
of its API, its content or services. The changes shall be notified to PicPay reasonably in advance, in a manner that is compatible
with the complexity of the modifications, in order to allow adjustment to the App. PicPay acknowledges that if a change adversely
affects its App, it shall be fully liable for the necessary adjustments.



 


		16.7.	Original has the right to limit the access to and/or
use of its API according to the criteria and means it may deem appropriate, including, without limitation: limit the number of
calls or the frequency of access and use, quantity and/or type of access requested, type of applications, functions or data, always
upon a fifteen- (15)-day prior notice.



 


		16.8.	Original is authorized to use any tracking mechanisms
that allow it to audit, verify and monitor the access and use of its API by PicPay. The audits to be carried out by Original may,
at its discretion, include the request for documents and information, in addition to visits to PicPay’s facilities.



 


		17.	GENERAL PROVISIONS



 


		17.1.	In the event of noncompliance with the provisions of
this Agreement, wholly or in part, and except if there is a specific penalty, the Parties shall be subject to a non-compensatory
fine of ten percent (10%) of the total price of this Agreement, to be paid within five (5) days as from the communication made
by the other Party, without prejudice to other penalties provided for in this Agreement and any indemnification.



 


		17.2.	The Parties expressly acknowledge that: (a) full compliance
of the obligations agreed hereunder is of fundamental importance for the balance of this Agreement and (b) the terms and conditions
provided for herein are fair and reasonable and have been agreed in accordance with the principles of probity and good faith.



 


		17.3.	This Agreement does not create any labor, corporate,
tax or any other relationship between the Parties, and each Party shall remain solely responsible for its obligations, pursuant
to the provisions of the applicable law.



 


		17.4.	In case any or more provisions of this Agreement are
deemed ineffective, invalid or illegal in any respect, such verification shall not affect any other contractual provision.



 


		17.5.	This Agreement shall prevail over any other documents
that may be signed between the Parties. If there is a conflict between the provisions of this Agreement and those set forth in
any of its Supplements, Exhibits or Proposals, the first shall prevail.



 


		17.5.1.	The modification of any clause or condition defined in
this Agreement, including the definition of limits and/or exceptions of any nature not expressly mentioned herein shall only be
valid if stipulated in a Contractual Amendment signed by the legal representatives of both Parties.



 


		17.5.2.	Any existing Exhibits initialed by the Parties shall
be an integral part hereof, for all legal purposes and effects.



 


		17.6.	Any tolerance by one of the Parties with respect to
the noncompliance or nonperformance of any clause or condition by the other party shall be a mere liberality, and it shall not
imply novation or waiver of the right to require full compliance with the obligations agreed hereunder.



 


		17.7.	This instrument replaces any covenants, whether written
or oral, previously reached by the Parties in relation to the subject matter hereof, and the parties grant each other full and
irrevocable release in relation to such adjustments.



 


		17.8.	Without prejudice to the possibility of contractual
termination due to involuntary nonperformance, neither Party shall be deemed in default, nor shall it be liable to the other Party
for failures in the performance of its obligations hereunder insofar as such noncompliance exclusively and provenly results from
an event beyond its control, act of God or force majeure, or even an act or omission attributable solely to the other Party.



 


		17.9.	The Parties elect the Venue of the Judicial District
of the Capital City of the State of São Paulo to resolve any doubts originating from this Agreement.



 






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IN WITNESS WHEREOF, the Parties execute
this instrument in two (2) counterparts of equal content and form, in the presence of the undersigned witnesses identified below.


 


São Paulo, March 1, 2021.


 


	DocuSigned by:	 	DocuSigned by:
	/s/ Carlos Rudnei Dutz	 	/s/ Edilson Pereira Jardim


 


BANCO ORIGINAL S.A.


 


	DocuSigned by:	 	DocuSigned by:
	/s/ Anderson Andrade Chamon do Carmo	 	/s/ José Antonio Batista Costa


 


PICPAY SERVIÇOS S.A.


Witnesses:


 


	/s/ Maira Mendes Morais	 	/s/ Hyde de Melo Gomes Silva
	Name: Maira Mendes Morais	 	Name: Hyde de Melo Gomes Silva
	CPF:36845545880	 	CPF: 05309240489