Exhibit
10.12


 


AMENDMENT
TO AND RESTATEMENT OF


BANK
CORRESPONDENT IN BRAZIL SERVICES AGREEMENT


 


Principal:
BANCO ORIGINAL S.A., National Corporate Taxpayers’ Register (CNPJ) 92.894.922/0001-08, with its principal place of business
at Rua Porto União, No. 295, Brooklin Paulista, São Paulo/SP, referred to as ORIGINAL; and


 


Contractor:
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 floor and 3rd floor, and Block B, 3rd floor - offices
43 and 44, Vila Leopoldina, in the City of São Paulo, State of São Paulo, Postal Code 05317-020, enrolled with the
CNPJ under No. 22.896.431/0001-10, referred to as CORRESPONDENT; stipulate the following conditions for the provision of
services of Bank Correspondent in Brazil (“Services”).


 


WHEREAS:


 


		i.	On
                                         September 11, 2018, the Parties formalized the Bank Correspondent in Brazil Services
                                         Agreement (“Agreement”);



 


		ii.	On
                                         March 1st, 2020, on October 1st, 2020 and on December 24, 2020,
                                         the Parties executed the 1st, 2nd and 3rd Amendments
                                         to the Agreement, respectively.



 


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. Provision of services, by the CORRESPONDENT, involving activities
                                         of service to the interested parties, aiming at the supply of products and services of
                                         ORIGINAL relating to:



 


		1.1.	receipts
                                         and payments of any kind and other activities resulting from the performance of agreements
                                         and covenants for the provision of services entered into between ORIGINAL and
                                         third parties;



 


		1.2.	receipt
                                         and forwarding of proposals for the supply of credit cards for which ORIGINAL
                                         is responsible;



 


		1.3.	receipt
                                         and forwarding of proposals relating to credit transactions extended by ORIGINAL,
                                         subject to the rules set forth in Exhibit II hereof.



 


		1.4.	receipt
                                         and forwarding of proposals relating to credit transactions to Legal Entity (PJ) clients
                                         of the CORRESPONDENT extended by ORIGINAL, subject to the rules set forth
                                         in Exhibit III hereto.



 


		2.	OBLIGATIONS
                                         OF THE CORRESPONDENT. To carry out the services, the CORRESPONDENT shall:



 


		2.1	Provide
                                         the contents of all rules and conditions of the products and services contemplated in
                                         the purpose of ORIGINAL to the interested parties;



 


		2.2	Serve
                                         the clients with respect to the requests involving clarifications, obtainment of documents,
                                         releases, complaints and others, relating to the products and services supplied, and
                                         immediately forward them to ORIGINAL whenever the issues cannot be resolved by
                                         its team;



 


		2.3	Comply
                                         with the specifications, service quality standards and operational rules established
                                         by ORIGINAL, for provision of the services;



 


		2.4	Disclose
                                         to the interested parties its capacity as service provider and provide the telephones
                                         of the customer assistance and ombudsman’s services of ORIGINAL;



 


		2.5	For
                                         compliance with the purposes established in this Agreement, in the event that individuals
                                         are hired to provide services to the CORRESPONDENT, ORIGINAL shall be previously
                                         informed and the CORRESPONDENT shall maintain an employment or contractual relationship
                                         with these persons;



 


		2.6.	Duly
                                         perform its duties and adjust to the requests made by ORIGINAL with respect to
                                         provision of the services;



 


		2.7.	Observe
                                         the directives of the service quality control plan established by ORIGINAL;



 




    


     


    

 


		2.8.	Incur
                                         the necessary costs for performance of the services, including with respect to any investments
                                         it must make;



 


		2.9.	Comply
                                         with the security measures required for the bank secrecy duty set forth in item 8 of
                                         this Agreement and with the rules relating to the prevention of money-laundering crimes;



 


		2.10.	Maintain,
                                         throughout the term of effectiveness of the Agreement, good tax, corporate and financial
                                         standards, providing the supporting documents whenever they are pertinent and at the
                                         written request of ORIGINAL;



 


		2.11.	Grant,
                                         provided it is previously notified for such purpose, the representatives of ORIGINAL
                                         and of the Central Bank of Brazil access to the documents and information
                                         relating to provision of the agreed services, for inspection purposes, to the process
                                         of technical certification of the members, for the activities containing such requirement,
                                         and to its premises designed for the service in the capacity as CORRESPONDENT,
                                         as well as to the documentation relating to its incorporation, records, registrations
                                         and licenses;



 


		2.12.	Observe
                                         the provisions of the regulation on the activity as bank correspondent in Brazil, especially
                                         Resolution No. 3.954 of the National Monetary Council (CMN), as amended, not performing
                                         services that are not expressly provided in the applicable legislation;



 


		2.13.	Declare,
                                         in or out of court, the inexistence of employment relationship between persons of its
                                         team and ORIGINAL, being solely liable for all expenses, charges or statutory
                                         obligations, including labor, social-security, tax, civil obligations, even if they are
                                         not of a pecuniary nature, of its personnel, and reimbursing ORIGINAL for all
                                         costs and expenses (including adverse award, fees, court and administrative costs and
                                         expenses) relating to labor claims involving its members, agents, employees or contractors
                                         and ORIGINAL and/or companies that belong to the same economic group as ORIGINAL,
                                         in view of this provision of services;



 


		2.14.	Disclose
                                         to the public, on its institutional Website, its capacity as service provider of ORIGINAL,
                                         mentioning the services offered and the telephones of the assistance and ombudsman’s
                                         services of ORIGINAL;



 


		2.15.	Receive
                                         and read daily communications and observe the instructions on the provision of the services,
                                         and provide all required training; and



 


		2.16.	Maintain
                                         the service to the clients, under penalty of verification of abandonment of provision
                                         of the services, in case the service is interrupted for more than ten (10) consecutive
                                         days.



 


		3.	PROHIBITIONS
                                         APPLICABLE TO THE CORRESPONDENTS. The CORRESPONDENT may not:



 


		3.1.	Make
                                         an advance to a client as a result of any funds to be released by ORIGINAL;



 


		3.2.	Issue,
                                         in its favor, payment slips or instruments relating to transactions or charge, on its
                                         own account and on any account, any amounts;



 


		3.3.	Offer
                                         the clients, in the name of ORIGINAL, any products or services that are alien
                                         to the subject matter of this Agreement;



 


		3.4.	Be
                                         a guarantor in transactions sent to ORIGINAL;



 


		3.5.	Transfer
                                         its contractual position or any obligation under this Agreement or delegate it without
                                         the prior and express consent of ORIGINAL;



 


		4.	OBLIGATIONS
                                         OF ORIGINAL. ORIGINAL shall:



 


		4.1.	Provide
                                         adequate technical documentation and maintain a permanent communication channel to provide
                                         the clarifications on its products and services;



 


		4.2.	Acknowledge
                                         the inexistence of employment relationship between its employees or outsourced personnel
                                         and the CORRESPONDENT;



 


		4.3.	Immediately
                                         notify the CORRESPONDENT about possible actions brought by the CORRESPONDENT’s
                                         personnel only against ORIGINAL;



 


		4.3.1.	The
                                         amounts disbursed or deposited by ORIGINAL as a result of said actions brought
                                         by members, agents, employees or contractors of the CORRESPONDENT, for the filing
                                         of defense, appeal and/or compliance with any adverse award are hereby acknowledged by
                                         the CORRESPONDENT as a debt for which it is liable.



 






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		4.4.	Disclose
                                         on its Website the address, CNPJ, trade name and assumed name of the CORRESPONDENT,
                                         as well as all its customer assistance points and the services it is qualified to provide
                                         to ORIGINAL. The CORRESPONDENT hereby authorizes ORIGINAL to disclose
                                         such information.









 


		4.5.	Pay
                                         the remuneration of the CORRESPONDENT on the dates and in the forms described
                                         in the communications and tables on REMUNERATION that will be provided by ORIGINAL,
                                         which are an integral part of this Agreement.



 


		5.	PRICE.
                                         For the services provided by the CORRESPONDENT, ORIGINAL shall pay the
                                         price defined in accordance with EXHIBIT I, by means of credit to a checking account
                                         held by the CORRESPONDENT and informed to ORIGINAL. ORIGINAL shall
                                         send to the CORRESPONDENT, by the fifteenth (15th) business day of
                                         the month following the month of provision of the services, the amount to be invoiced
                                         by the CORRESPONDENT and informed to ORIGINAL. The payment shall be made
                                         by ORIGINAL within up to three (3) business days after receipt of the Invoice issued
                                         by the CORRESPONDENT. The price includes all costs relating to provision of the services,
                                         such as the salaries and respective social charges for which the CORRESPONDENT is
                                         solely liable, the expenses with inspection and supervision, insurance, reimbursements
                                         for expenses, transportation, meals and taxes due by the CORRESPONDENT pursuant
                                         to the law.



 


		5.1.	The
                                         overdue amounts shall be subject to interest at the rate of one percent (1%) per month
                                         (pro rata temporis) and adjustment for inflation by the General Market Price Index
                                         disclosed by the Getúlio Vargas Foundation (IGP-M/FGV), plus a fine of two percent
                                         (2%) of the overdue amount.



 


		5.2.	In
                                         case the late payment of any installment due to the CORRESPONDENT lasts longer
                                         than thirty (30) days, it may immediately suspend provision of the services, at its sole
                                         discretion, until the payment is duly made or, alternatively, deem the agreement terminated,
                                         by operation of law, without prejudice to collection of the amounts due, subject to the
                                         aforementioned penalties and increases and to assessment of the losses and damages resulting
                                         from the event.



 


		5.3.	The
                                         CORRESPONDENT hereby authorizes ORIGINAL to grant discounts in its remuneration
                                         for debts of any kind that are due by the CORRESPONDENT to ORIGINAL.



 


		6.	TERM.
                                         This Agreement comes into force on the date of execution hereof and it shall be effective
                                         for an indefinite term, as from September 11, 2018, it being understood that it may be
                                         terminated by means of a thirty- (30)-day prior notice, in which case there will be no
                                         lien, and the Parties waive, under these conditions, indemnification for any investments
                                         that may have been made for performance of the Agreement.



 


		6.1.	In
                                         any event of termination of this agreement, all documents, information, applications,
                                         systems, software, models and others, relating to the provision of service set forth
                                         in this agreement and which belong to ORIGINAL, including those that relate to
                                         the record of the clients and to the transactions carried out, shall be returned within
                                         five (5) business days, and the use thereof shall be prohibited, it being understood
                                         that the CORRESPONDENT shall be held liable under the civil law for any damage
                                         it causes to said assets of ORIGINAL.



 


		6.2.	If
                                         the Agreement is terminated with cause by any of the Parties, the breaching Party shall
                                         be liable for the losses that may be caused by its action or omission, as assessed and
                                         determined in arbitration proceedings or amicably between the Parties.



 


		6.3.	The
                                         performance by the CORRESPONDENT of any of the acts listed by ORIGINAL
                                         as serious acts in the control plan to be informed to the CORRESPONDENT may, at
                                         the sole discretion of ORIGINAL, deem the Agreement terminated with cause (sic).



 


		6.4.	Failure
                                         by the CORRESPONDENT to comply with any of the obligations set forth in this agreement
                                         or in the regulation of the National Monetary Council or, furthermore, the performance,
                                         by itself or its agents, or any act that is excessive or incompatible with the provision
                                         of the services for which it has been contracted shall be just cause for termination
                                         of this agreement.



 


		7.	TAXES.
                                         The taxes resulting from the obligations assumed under this Agreement shall be paid
                                         by the respective taxpayers, each of which shall be liable in the capacity as taxpayer
                                         or withholding source of the tax obligation, especially the Tax on Services and the Income
                                         Tax.
	 	 	 





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		8.	CONFIDENTIALITY
                                         AND BANK SECRECY. Throughout the entire term of effectiveness of this Agreement and
                                         for three (3) years after termination hereof, the CORRESPONDENT shall grant confidential
                                         treatment and secrecy to all confidential information it comes to obtain or to which
                                         it may be granted access as a result of the services provided to ORIGINAL.



 


		8.1.	“Confidential
                                         Information” means any information or document of ORIGINAL, obtained or
                                         accessed by the CORRESPONDENT, 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.



 


		8.1.1.	The
                                         term referred to in sub-item 8 is not applicable to information protected by bank or
                                         tax secrecy, and the confidentiality of such information must be observed by the CORRESPONDENT
                                         on a permanent basis.



 


		8.2.	The
                                         confidentiality duty set forth in this Section shall not apply to any Confidential Information
                                         that:



 


		(a)	has
                                         entered or enters the public domain without this having resulted from any act or omission
                                         of the CORRESPONDENT;



 


		(b)	has
                                         been made available to it or has been received by the CORRESPONDENT, by an independent
                                         third party not subject to the confidentiality obligation to ORIGINAL, with respect
                                         to the Confidential Information disclosed;



 


		(c)	has
                                         been or is proved to be independently developed by the CORRESPONDENT, without
                                         the use of any other Confidential Information of ORIGINAL; and



 


		(d)	must
                                         be disclosed by the CORRESPONDENT in accordance with any applicable law or court,
                                         administrative or governmental order, within the limits that the disclosure is strictly
                                         necessary for compliance with the law, court, administrative or governmental order.



 


		8.3.	All
                                         Confidential Information to which the CORRESPONDENT is granted access shall be
                                         kept in a safe place and with access restricted to those who need to access such information.



 


		8.3.1.	The
                                         safekeeping and confidentiality procedures set forth in the head provision of this Section
                                         shall be carried out by the CORRESPONDENT, under penalty of incurring the sanctions
                                         provided in Section 8.7 below.



 


		8.3.2.	The
                                         CORRESPONDENT is prohibited from disclosing Confidential Information to third
                                         parties, unless there is prior and express consent from the legal representatives of
                                         ORIGINAL. 8.3.3. The CORRESPONDENT represents that it has read and agreed
                                         to all terms of the Information Security Policy of ORIGINAL, acceding to the provisions
                                         thereof by means of the signature of an Instrument of Liability.



 


		8.4.	The
                                         CORRESPONDENT agrees to immediately inform ORIGINAL of any breach of the
                                         confidentiality rules by anybody who has been aware of it, including in the events of
                                         unintentional or faulty breach of Confidential Information.



 


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



 


		8.5.1.	In
                                         the event set forth in the head provision of this Section, if the CORRESPONDENT
                                         discloses Confidential Information without informing ORIGINAL, due to its exclusive
                                         fault, it shall also incur the sanctions provided in Section 8.7 below.



 


		8.6.	At
                                         any time, provided with prior notice, except in those events in which there is proof
                                         of urgency, ORIGINAL may request the return of Confidential Information that is
                                         in the possession of the CORRESPONDENT, it being understood that it must return
                                         within the term reasonable stipulated, and it may not keep copies of any Confidential
                                         information.



 


		8.6.1.	The
                                         return referred to in the head provision of this Section shall be documented in a statement
                                         signed by the CORRESPONDENT, which shall contain all Confidential Information
                                         actually returned and the statement that it does not have any copy of that information.



 


		8.6.2.	Even
                                         upon the return of any Confidential Information, the CORRESPONDENT shall remain
                                         bound by the duty of confidentiality and other conditions set out in this Agreement,
                                         under penalty of incurring the sanctions set forth in Section 8.7. below, in addition
                                         to other legal penalties.
	 	 	 





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		8.7.	Proved
                                         noncompliance with any provision of this Agreement by the CORRESPONDENT, in relation
                                         to the disclosure and use of Confidential Information, shall result in criminal liability
                                         thereof, in addition to the obligation to pay damages, if any, which shall be assessed
                                         in an arbitration proceeding, observing the opportunity to be heard of the CORRESPONDENT.



 


		8.7.1.	In
                                         addition to the penalties set forth in the head provision of this Section, the CORRESPONDENT
                                         may be subject to administrative sanctions by the regulatory bodies (Central Bank
                                         of Brazil, Securities Commission etc.), in case it is proved that it has disclosed, in
                                         noncompliance with the provisions hereof, any Confidential Information without the prior
                                         and express authorization of ORIGINAL.



 


		8.8.	Upon
                                         provision of a computerized system, the CORRESPONDENT agrees to observe the Information
                                         Security Policy of ORIGINAL, including with respect to the non-disclosure of password
                                         and access login;



 


		8.8.1.	The
                                         CORRESPONDENT shall send to ORIGINAL, from time to time, by means of a
                                         person previously accredited by ORIGINAL, the list of persons: (i) hired, for
                                         purposes of granting the password and access login, jointly with copies of identification
                                         document with picture of the newly hired person, CPF, office/duty he/she will exercise
                                         and copies of the technical certification; and (ii) dismissed, for purposes of blocking
                                         the password and access login.



 


		8.8.2.	The
                                         password is for personal and non-transferable use, and it shall be kept safe and used
                                         only by its owner. The CORRESPONDENT is solely liable for the undue use by third
                                         parties.



 


		9.	LABOR
                                         ASPECTS. CORRESPONDENT’s responsible for any collaborators.



 


 


In
no event will this Agreement establish a labor relationship between the and ORIGINAL’s employees, or vice-versa,
each of whom shall be labor claims filed by their employees, representatives and other


 


		9.1.	It
                                         is incumbent upon the CORRESPONDENT 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.



 


		9.2.	The
                                         CORRESPONDENT shall formally appoint a duly qualified manager to coordinate the
                                         performance of this Agreement, who shall be responsible for the Services provided and
                                         for all involved professionals, as well as for providing the ORIGINAL 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 manager appointed by the CORRESPONDENT and the manager appointed
                                         by ORIGINAL.



 


		9.3.	The
                                         CORRESPONDENT represents that it is solely responsible for any kind of payment
                                         or indemnification claimed by their employees/agents, mainly with respect to labor claims
                                         and occupational accidents.



 


		9.4.	The
                                         responsibility of the CORRESPONDENT mentioned in the previous sub-items shall
                                         remain even in the event of acknowledgment of the employment relationship of any of its
                                         professionals with ORIGINAL, for any reason.



 


		9.5.	The
                                         CORRESPONDENT agrees to present ORIGINAL, 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 the employees of the CORRESPONDENT 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, at the discretion of ORIGINAL, demonstrate the legal qualification,
                                         financial health and tax compliance of the CORRESPONDENT.



 


		9.6.	If
                                         ORIGINAL is sued, on any account, in the Labor Courts, in the Common Courts or
                                         administratively by personnel designated by the CORRESPONDENT to provide the Services,
                                         the CORRESPONDENT agrees, in case it is not a party to the litigation for any
                                         reason, to appear in the case for the purpose of claiming its inclusion as a defendant
                                         in the procedural relationship, so as to exempt ORIGINAL from any liability.





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		9.6.1.	In
                                         the actions and proceedings set forth in sub-item 9.6., the CORRESPONDENT agrees
                                         to provide information and subsidies and all authentic documentation necessary for preparation
                                         of ORIGINAL’s defense within three (3) business days as from the date of
                                         the request.



 


		9.7.	ORIGINAL
                                         may, with the express authorization hereby granted by the CORRESPONDENT, require
                                         from the CORRESPONDENT the early payment of the amount of any possible adverse
                                         award, in case there is a labor claim in progress to which ORIGINAL is a party,
                                         filed due to an agreement entered into with the CORRESPONDENT. The amount of a
                                         possible award shall be estimated by an expert accountant individually chosen by ORIGINAL,
                                         up to the limit of the amounts claimed.



 


		9.8.	In
                                         the event that the lawsuit is found against ORIGINAL in relation to the activity
                                         that is the subject matter of this Agreement, even if partially or on the first level
                                         of jurisdiction and even if an appeal is pending trial, the CORRESPONDENT agrees,
                                         in case the power granted in the sub-item set forth above has not been exercised or if
                                         the amount previously paid is exceeded, to reimburse ORIGINAL for the global amount
                                         it may spend, within seventy-two



 


		(72)	hours
                                         as from receipt of a written notice indicating the amount due, including the principal
                                         amount, all accessory or resulting installments, fees, fines, court costs and expenses.



 


		9.9.	In
                                         case the payment and/or reimbursement set forth in the sub-items above are not made within
                                         the agreed term, the CORRESPONDENT expressly authorizes ORIGINAL to deduct
                                         the amount of the possible or actual adverse award from the payments due to it as a result
                                         of the Services. The global amount required for compliance with the settlement or judgment
                                         or, furthermore, for the appeal bond may be deducted from the monthly invoicing, irrespective
                                         of new authorization of the CORRESPONDENT or any other formality, it being sufficient
                                         that it is informed of this fact by ORIGINAL.



 


		9.10.	In
                                         case the amounts paid or reimbursed do not reach the amount of the adverse award or if
                                         there are no more payments to be made to the CORRESPONDENT under this Agreement,
                                         it shall provide immediate payment of the amount due, under penalty of, if it fails to
                                         do, granting ORIGINAL the power to bring execution proceedings, based on article
                                         784, item III et seq., of the Brazilian Code of Civil Procedure, in which case
                                         the proof of the amounts due shall be made by means of the proofs of payments of expenses
                                         made.



 


		9.10.1.	The
                                         amounts that may be disbursed by ORIGINAL in the form provided in sub-item 9.10.
                                         are hereby acknowledged by the CORRESPONDENT as liquidated, certain and enforceable
                                         for all purposes and effects of law.



 


		9.11.	The
                                         CORRESPONDENT further agrees to reimburse the ORIGINAL 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 the CORRESPONDENT to provide the Services.



 


		9.12.	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.	SOCIOENVIRONMENTAL
                                         LIABILITY AND ANTICORRUPTION. The Parties irrevocably and irreversibly represent
                                         to each other that their shareholders/members, directors, managers, employees, service
                                         providers, including their subcontractors and agents, fully understand and comply with
                                         the provisions of the Brazilian and foreign laws, regulations and normative provisions
                                         relating to the fight against corruption and bribery.



 


		10.1.	The
                                         Parties mutually warrant that they will refrain from engaging in any undue, irregular
                                         o illegal conduct, and that they will neither take any action in the name of each other
                                         nor engage in any act that could directly or indirectly favor each other or any of the
                                         companies of their respective economic conglomerates, against the applicable laws in
                                         Brazil or abroad.



 


		10.2.	The
                                         Parties shall maintain their books and/or Digital Accounting Bookkeeping (ECD), records
                                         and accounting documents with details and precision sufficiently adequate to clearly
                                         reflect the transactions and funds that are the subject matter of this Agreement.



 


		10.3.	The
                                         Parties ensure each other that they have anticorruption policies, processes and procedures,
                                         in accordance with the Brazilian or foreign laws, regulations and normative provisions
                                         on the fight against corruption and bribery, and which are complied with by their shareholders/members,
                                         directors, managers, employees and service providers, including of its subcontractors
                                         and agents.
	 	 	 





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		10.4.	In
                                         the event that on the Parties becomes involved in any situation relating to corruption
                                         or bribery, as a result of an action performed by the other Party or its shareholders/members,
                                         directors, managers, employees and service providers, including its subcontractors and
                                         agents, the Party that causes said situation shall assume the respective burden, including
                                         with respect to submission of the documents that may assist the other Party in its defense.



 


		10.5.	Each
                                         Party represents to the other Party: (a) that it is vested with all powers and authority
                                         to enter into and fulfill the obligations set forth herein and to consummate the transactions
                                         contemplated herein; and (b) that the signature and performance of this Agreement do
                                         not result in 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 in the need to
                                         obtain 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.



 


		10.6.	The
                                         Parties represent and warrant to each other, including to their suppliers of goods or
                                         services, that they:



 


		10.6.1.	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;



 


		10.6.2.	Do
                                         not use illegal labor, and agree not to practices analogous to forced or child labor,
                                         except, in the latter case, in the capacity as apprentice, subject to the provisions
                                         of the Consolidated Labor Laws, either directly or indirectly, through their respective
                                         suppliers of products and services;



 


		10.6.3.	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.;



 


		10.6.4.	Do
                                         not engage in negative discrimination practices that limit access to the employment relationship
                                         or maintenance thereof, such as, but not limited to, for reasons of: gender, origin,
                                         race, skin color, physical condition, religion, marital status, age, family situation
                                         or pregnancy; 10.6.5. Agree to protect and preserve the environment, as well as to prevent
                                         and eradicate practices that are harmful to the environment, performing their services
                                         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; and



 


		10.6.6.	Do
                                         not adopt practices related to activities that imply criminal profit from prostitution
                                         or sexual exploitation of vulnerable people.



 


		10.7.	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.



 


		11.	USE
                                         OF THE ORIGINAL TRADEMARK. The CORRESPONDENT may not use the trade name or
                                         trademark of ORIGINAL, and it may also not make advertisement or marketing associating
                                         the provision of its services to ORIGINAL, except with the express authorization
                                         thereof or upon use of material in the exact format provided by ORIGINAL for such
                                         purpose.



 


		11.1.	The
                                         CORRESPONDENT shall refrain from using facilities with architectonic standard,
                                         websites, e-mail addresses, logomark and signs similar to those of ORIGINAL, and
                                         it shall also refrain from changing the material provided by ORIGINAL for purposes
                                         of communicating with clients and interested parties.



 


		11.2.	The
                                         CORRESPONDENT may not assign, change, reproduce or provide, to any third parties,
                                         ORIGINAL’s advertising materials, systems, software, trademarks, technologies,
                                         names, drawings, programs, any record or other data of the interested clients referred
                                         by ORIGINAL, and also any other information to which it has been granted access
                                         due to provision of the Services.
	 	 	 





    7


     


    

 


12.
GENERAL PROVISIONS.


 


		12.1.	Failure,
                                         by any of the Parties, to exercise any right or tolerance for compliance with any other
                                         obligations shall not be deemed novation.



 


		12.2.	The
                                         CORRESPONDENT represents that it has full knowledge that conduction, on its own
                                         account, of ORIGINAL’s exclusive transactions or of other transactions prohibited
                                         by the applicable legislation shall subject the CORRESPONDENT to the penalties
                                         set forth in Laws No. 4.595/64 and No. 7.492/86;



 


		12.3.	Proven
                                         failure to comply with the obligations set forth in this Agreement due to the exclusive
                                         fault of the CORRESPONDENT may result in the application of preventive and corrective
                                         measures by ORIGINAL and by the Central Bank of Brazil, including suspension of
                                         the provision of services and termination of the Agreement.



 


		12.3.1	In
                                         the event of noncompliance, wholly or in part, with the provisions of this Agreement,
                                         except if there is a specific penalty, the Parties are subject to a non-compensatory
                                         fine of ten percent (10%) of the 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
                                         set forth in this Agreement and any award of damages.



 


		12.4.	ORIGINAL
                                         may offset any amounts proved to be due by the CORRESPONDENT against any credits
                                         to which it is entitled, observing the due process of law and the opportunity to be heard
                                         for assessment of any existing debt;



 


		12.5.	ORIGINAL
                                         may withhold the payment set forth in this item upon proof of occurrence of one of
                                         the following events resulting from the exclusive fault of the CORRESPONDENT:
                                         a) the CORRESPONDENT fails to present the documents required under this agreement
                                         or, furthermore, upon verification of any nonconformities in these documents; b) ORIGINAL
                                         does not accept the services provided due to the fact that they are proved not to
                                         be in accordance with the provisions of this agreement; c) the bill of sale/invoice contains
                                         an error or inconsistency in the amount, in which case the amount shall be withheld only
                                         until the submission of an invoice corrected by the CORRESPONDENT, which shall
                                         be duly and immediately notified to make the appropriate corrections and d) for the payment
                                         of fines due to violation of the provisions hereof.



 


		12.6.	The
                                         payment shall remain withheld until regularization of the event, without any lien to
                                         ORIGINAL, and the maturity date shall be extended for the same number of days
                                         used by the CORRESPONDENT to provide the aforementioned regularization.



 


		12.7.	The
                                         amounts of the fines, indemnifications and amounts other than the remuneration, without
                                         prejudice to the stipulated interest and award of damages, shall be adjusted by means
                                         of the variation of the IGPM (General Market Price Index) disclosed by the Getúlio
                                         Vargas Foundation - FGV, assessed with one month’s difference and calculated on
                                         a “pro-rata-die” basis, from the date of the event to the date of
                                         actual payment, or by another index that may replace or represent it.



 


		12.8.	All
                                         communications between the Parties shall be deemed valid whenever made by means of letters
                                         sent to the addresses set forth in the preamble, by e-mails of the persons as previously
                                         indicated, as well as by the other means of communication that are normally used by the
                                         parties.



 


		12.9.	The
                                         CORRESPONDENT may neither assign nor transfer the rights and obligations set forth
                                         in this agreement, wholly or in part, to third parties, without the prior and express
                                         consent of ORIGINAL, it being understood that the fiduciary assignment of the
                                         receivables resulting from this agreement is prohibited.



 


		12.10.	Upon
                                         occurrence of any future and uncertain event that is not foreseen by the parties and
                                         which falls under the definition of events of act of God and/or force majeure, pursuant
                                         to the provisions of the Brazilian Civil Code, which prevents compliance, either by ORIGINAL
                                         or by the CORRESPONDENT, with the obligations assumed hereunder, the parties
                                         shall be exempt from their obligations for the duration of the event of force majeure,
                                         it being understood that the parties agree, on the other hand, to use all efforts to
                                         reestablish the commercial relationships set forth in this Agreement. If the event of
                                         act of God or force majeure lasts longer than thirty (30) days, the affected party shall
                                         have the right, in case it deems it necessary or convenient, to terminate this Agreement.
	 	 	 





    8


     


    

 


		12.11.	The
                                         Parties represent that they have all records, licenses and public authorizations required
                                         to provide the services agreed hereunder, and they agree to remain holding them throughout
                                         the term of effectiveness of this agreement, as well as in any extension thereof.



 


		12.12.	This
                                         Agreement is binding upon the Parties on their account and on account of their successors
                                         and, in the event of succession of companies, by any form (spin-off, consolidation or
                                         merger), the succeeding entity subrogates to all rights and obligations assumed under
                                         this Agreement.



 


		12.13.	Any
                                         and all amendments to this Agreement, except as provided in section 5 on remuneration,
                                         shall be formalized by means of an amendment to the agreement, signed by the legal representatives
                                         of the parties.



 


		12.14	Any
                                         payment arrangements between ORIGINAL and the CORRESPONDENT shall be made
                                         at least every two business days.



 


		13.	RESOLUTION
                                         OF DISPUTES.



 


		13.1.	Mediation.
                                         In the event of existence of any dispute resulting from the construal or performance
                                         of this Agreement, the Parties shall use their best efforts to amicably resolve said
                                         dispute. In case the dispute is not resolved, the Parties agree to resolve it by confidential
                                         mediation, in accordance with the provisions of the Mediation Regulations of the FGV
                                         Mediation and Arbitration Chamber of the Getúlio Vargas Foundation. The Chamber
                                         shall present to the Parties a list of its mediators for the parties to designate the
                                         mediator who will assist them. The mediation procedure cannot exceed thirty (30) days
                                         as from execution of the Instrument of Mediation, it being understood that any of the
                                         parties may interrupt it at any time.



 


		13.2.	Arbitration.
                                         If the Parties fail to reach an agreement within the term or if the mediation procedure
                                         is interrupted, all disputes relating to or resulting from this Agreement, directly or
                                         indirectly, including, but not limited to, the formation, validity, effectiveness, construal
                                         and performance hereof, and all disputes resulting from wrongful acts that result in
                                         extracontractual liability and which relate to this agreement, directly or indirectly,
                                         as well as the determination of liabilities, obligations or responsibilities of any kind
                                         and the settlement of indemnifications shall be resolved by confidential arbitration,
                                         to be administered by the FGV Mediation and Arbitration Chamber of the Getúlio
                                         Vargas Foundation, in the form of its Regulations and under the rules of Law 9.307/96.
                                         The procedure shall be conducted by three arbitrators, designated in accordance with
                                         the procedure set forth in said Regulations.



 


		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 following addressees/addresses:



 





	BY
    THE CORRESPONDENT  	 	BY
    ORIGINAL
	PicPay
    Serviços S.A.     Avenida Manuel Bandeira, 291, Condomínio Atlas Office Park, Bloco A, 1°
    andar - escritórios 22 e 23, 2° andar e 3°  andar,  e  Bloco  B,  3°  andar  -
    escritórios  43  e  44,  Vila  Leopoldina, Município de São
    Paulo, Estado de São Paulo, CEP 05317-020     Attn. Legal Department   E-mail: juridico@picpay.com  	 	BANCO
    ORIGINAL S.A. Rua Porto União, no 295, Brooklin Paulista, São Paulo/SP, CEP 04568-020 Attn. Legal Department
    E-mail: juridico@original.com.br          


 


		14.2.	The
                                         notices 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.





    9


     


    




 


		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.



 


This
instrument is executed in two (2) counterparts signed by two (2) witnesses.


 


São
Paulo, March 1, 2021.


 


	DocuSigned
    by:	 	DocuSigned
    by:
	 	 	 
	/s/
    Marcos Renato Coltri	 	/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


 




    10


     


    

 


EXHIBIT
I – PRICE


 


		1.	Remuneration
                                         per receipt and payments of any kind and other activities resulting from the performance
                                         of agreements and covenants for the provision of services entered into between ORIGINAL
                                         and third parties:



 


		1.1.	This
                                         remuneration was agreed between the Parties in a Payment API Use Agreement formalized
                                         on October 1st, 2018 and subsequently amended on August 27, 2020.



 


		1.2.	In
                                         the event of conflict between the provisions of this Agreement and Exhibit I to the Payment
                                         API Use Agreement, the provisions of the Payment API Use Agreement shall prevail.



 


		2.	Remuneration
                                         for receipt and forwarding of proposals for the supply of virtual credit cards for which
                                         ORIGINAL is responsible:



 


		2.1.	This
                                         remuneration shall be due based on the number of proposals forwarded by the CORRESPONDENT
                                         to ORIGINAL, relating to the grant and actual contracting of the virtual credit
                                         card issued by ORIGINAL.



 


		2.2.	ORIGINAL
                                         shall monthly remunerate the CORRESPONDENT in the amount of one Real
                                         (R$1.00) per active MasterCard PicPay credit card (physical or virtual), in the form
                                         described in section 5 of the Agreement.



 


		2.2.1.	Active
                                         credit card shall be understood as the MasterCard PicPay card-account used for purchases
                                         in business establishments accredited by MasterCard in the function credit. Purchases
                                         in installments shall be considered a single time upon entry of the first installment.



 


		3.	Remuneration
                                         for receipt and forwarding of proposals relating to credit transactions granted by ORIGINAL
                                         – NON-ACCOUNTHOLDER PERSONAL CREDIT:



 


		3.1	This
                                         remuneration shall be due based on the number of proposals forwarded by the CORRESPONDENT
                                         to ORIGINAL, relating to the actual contracting of the personal loan offered
                                         by the CORRESPONDENT to the users of its application.



 


		3.1.1	The
                                         contracting of the product Non-Accountholder Personal Credit shall involve the use of
                                         ORIGINAL’s Loan API, agreed between the Parties by means of the 1st
                                         Amendment to the API Use Agreement, on October 1st, 2020.



 


		3.2	ORIGINAL
                                         shall monthly remunerate the CORRESPONDENT in a fixed amount of four percent
                                         (4%), paid in the origination of each contracting, plus four percent (4%) for performance,
                                         totaling a commissioning of eight percent (8%). The fixed remuneration of 4% shall not
                                         be due by the CORRESPONDENT in case any agreement is cancelled for reasons of
                                         fraud, operational failure and/or at the request of the client/ desistence (within 7
                                         days as from the date on which the transaction is contracted). In this event, the report
                                         mentioned in section 3.3. below shall contain the information on any amounts reversed,
                                         relating to the fixed commissioning already paid by ORIGINAL to the CORRESPONDENT
                                         as a result of transactions cancelled in the month previous to its issue.



 


		3.2.1	Payment
                                         of the remuneration of four percent (4%) for performance shall observe the rules set
                                         forth in item 3.2.1.1. below and shall be due to the CORRESPONDENT as a result
                                         of the provision of the following services: (i) issue of the 1st and of the
                                         2nd counterpart of the agreement relating to each transaction, by means of
                                         the PicPay application, SAC (Customer Service Channel) or PicPay CHAT; (ii) availability
                                         for the clients, via PicPay application, of the monitoring of the installments of the
                                         transaction; (iii) issue of payment slips with respect to the (compliant and overdue)
                                         installments; and (iv) delivery of preventive communication, communication on collection
                                         and reminder of the due date of the installments, via PUSH and e-mail, to the clients.
	 	 	 





    11


     


    

 


 


		3.2.1.1.	The
                                         variable commission (percentage per installment) (i) shall be calculated over the total
                                         financed volume of each transaction, without interest, without Tax on Financial Transactions
                                         (IOF) and without TAC; (ii) shall be divided by the total term of each transaction; (iii)
                                         the percentage relating to each installment shall be paid in accordance with the settled
                                         installments of each transaction; and (iv) shall observe the following rules for payment,
                                         according to the status of each transaction:



 


		I.	Compliant
                                         transactions: The variable commission shall be paid in full.



 


		II.	Overdue
                                         transactions: No variable commission shall be paid if the installment is overdue.
                                         The variable commission shall be paid when the overdue installment is settled.



 


		III.	Early
                                         settled transactions (wholly or in part): The variable commission shall be paid in
                                         full when the installment is settled within one hundred and fifty (150) days.



 


		IV.	Cancelled
                                         Transactions: No variable commission shall be paid when the transaction is canceled
                                         due to fraud, operational failure and/or at the request of the client/ desistance (within
                                         7 days as from the date on which the transaction is contracted).



 


		3.2.2	The
                                         Parties agree to negotiate the terms and conditions of the remuneration every six (6)
                                         months as from execution hereof. If necessary, the review shall relate to the issues
                                         described in items 3.1 and 3.2.



 


		3.3	ORIGINAL
                                         shall send to the CORRESPONDENT, by the last business day of the then current
                                         month, a report containing analysis of all transactions and loans implemented by the
                                         25th day of the then current month, by e-mail, informing the commissioning
                                         amount due to be paid to the CORRESPONDENT. The CORRESPONDENT, in turn,
                                         shall analyze the amounts and, if they are in accordance with the report, it shall issue
                                         an Invoice by the second (2nd) business day of the subsequent month, in the
                                         amount already informed by ORIGINAL for it to be paid to the CORRESPONDENT
                                         within ten (10) business days by means of credit to the account.



 


		3.3.1	In
                                         the event of conflict between the form of assessment set forth herein and the provisions
                                         of the Agreement, the provisions of this item 3.3 shall prevail.



 


		1.	Remuneration
                                         for receipt and forwarding of proposals relating to credit transactions to the Legal
                                         Entity (PJ) clients of the CORRESPONDENT granted by ORIGINAL – PicPay
                                         Working Capital:



  


		4.1	This
                                         remuneration shall be due based on the number of proposals forwarded by the CORRESPONDENT
                                         to ORIGINAL, relating to the actual contracting of the “PicPay Working
                                         Capital” offered by the CORRESPONDENT to the PJ users of its application.



 


		4.1.1	The
                                         contracting of the product PicPay Working Capital by the PJ clients of the CORRESPONDENT
                                         will involve ORIGINAL’s CREDIT TRANSACTION AGREEMENT CONSULTATION API.



 


		4.2	ORIGINAL
                                         shall monthly remunerate the CORRESPONDENT in the fixed amount of one percent
                                         (1%), paid in the origination of each contracting and on the amount released to the PJ
                                         clients, plus one percent (1%) for performance, at each installment paid by the user
                                         as from the date of the respective maturities, totaling a two percent- (2%)-commissioning.
	 	 	 





    12


     


    

 


		4.2.1	Payment
                                         of the remuneration of one percent (1%) for performance shall be due to the CORRESPONDENT
                                         as a result of the provision of the following services: (i) availability to the clients,
                                         via PicPay application, of the monitoring of the installments of the transaction; (ii)
                                         issue of payment slips with respect to the (compliant and overdue) installments; and
                                         (iii) forwarding of preventive communication, communication on the collection and reminder
                                         of the due date of the installments, via PUSH, to the clients.



 


		4.3	ORIGINAL
                                         shall send to the CORRESPONDENT, by the last business day of the then current
                                         month, a report containing analysis of all transactions and loans implemented by the
                                         25th day of the then current month, by means of ORIGINAL’S
                                         Loan API or by e-mail, informing the commissioning amount due to be paid to the CORRESPONDENT.
                                         The CORRESPONDENT, in turn, shall analyze the amounts and, if they are in accordance
                                         with the report, it shall issue an Invoice by the second (2nd) business day
                                         of the subsequent month, in the amount already informed by ORIGINAL for it to
                                         be paid to the CORRESPONDENT within ten (10) business days by means of credit
                                         to the account.



 


		4.3.1	In
                                         the event of conflict between the form of assessment set forth herein and the provisions
                                         of the Agreement, the provisions of this item 4.3 shall prevail.



 


General
Provisions:


 


The
pricing may be renegotiated at any time, by mutual agreement between the Parties, taking into account, especially, the conditions
and the dynamics of the contractual relationship, upon execution of an amendment to this Agreement.


 




    13


     


    

 


EXHIBIT
II – OPERATIONAL APPLICABLE TO THE PRODUCT NON-ACCOUNTHOLDERS PERSONAL CREDIT


 


		1.	Non-Accountholder
                                         Personal Credit – product that permits the taking out of personal loan by individuals
                                         through the CORRESPONDENT’s application.



 


		2.	Operational
                                         Flow: The users of the application of the CORRESPONDENT shall make a loan
                                         simulation, informing their record data (name, mobile, e-mail and CPF). These data shall
                                         be submitted to ORIGINAL by the CORRESPONDENT, which shall evaluate the
                                         creditworthiness of each user, confirm the credit limit that is available or not and
                                         validate the data sent by the users. ORIGINAL shall inform to the CORRESPONDENT
                                         the proposed personal loan to be offered to each user. If the user accepts the proposal,
                                         a contracting phase shall be carried out, by means of which the user shall complete his/her
                                         record information, informing the supplementary data set forth below, and sign the bank
                                         credit note relating to the personal loan. ORIGINAL shall implement the record
                                         information and provide the credit to the account in the custody of the CORRESPONDENT,
                                         via Wire Transfer of Immediately available Funds (TED). The CORRESPONDENT, in
                                         turn, shall transfer it to the user, by means of credit to its digital wallet.



 


		2.1.	Supplementary
                                         record data:



 


	 	●	Full
    name
	 	 	 
	 	●	CPF
    (already filled in)
	 	 	 
	 	●	Date
    of Birth
	 	 	 
	 	●	Name
    of the mother
	 	 	 
	 	●	Telephone
    (Area Code) 
	 	 	 
	 	●	Gender
	 	 	 
	 	●	Bank
    Data 
	 	 	 
	 	●	E-mail
	 	 	 
	 	●	Address
	 	 	 
	 	●	Driver’s
    License/Identity Card (CNH/RG)
	 	 	 
	 	●	Marital
    status
	 	 	 
	 	●	Income






 


		3.	Premises:
                                         The Parties agree that, every six (6) months, the model proposed for the product
                                         Non-Accountholder Personal Credit shall be reviewed, with performance bonus.



 


		4.	Obligations
                                         of the CORRESPONDENT: The following are specific obligations of the CORRESPONDENT:






 


		4.1.	Analysis
                                         of fraud by users. As a result of this obligation, the CORRESPONDENT agrees to
                                         reimburse ORIGINAL for any damage and losses it may incur as a result of fraudulent
                                         actions of the users of the CORRESPONDENT’s application, including as a
                                         result of damage to the reputation of ORIGINAL.



 


		4.2.	Validation
                                         and safekeeping of the identification documents captured in the process described in
                                         item 1 above.



 




    14


     


    

 


EXHIBIT
III – OPERATIONAL APPLICABLE TO THE PRODUCT PICPAY WORKING CAPITAL,


 


		1.	PicPay
                                         Working Capital: product that permits the taking out of loan in ORIGINAL’s
                                         Internet Banking by legal entities by means of indication by the CORRESPONDENT
                                         through its application.



 


		2.	Operational
                                         Flow: The PJ users of the CORRESPONDENT’s application that already hold
                                         a checking account opened with ORIGINAL and approved credit limit for the product
                                         PicPay Working Capital may access ORIGINAL’s Internet Banking and confirm
                                         the availability for contracting. In addition, in this same channel, they shall make
                                         a simulation and take out the loan by means of electronic signature of the bank credit
                                         note. ORIGINAL shall provide the credit in the checking account of the user held
                                         with ORIGINAL. At the time each transaction is contracted, the CORRESPONDENT
                                         shall be informed by means of a specific API and shall provide the “locking”
                                         of the bank domicile for receipt of the users relating to transactions inside the CORRESPONDENT’s
                                         application in the respective accounts held by them with ORIGINAL.



 


Also,
in case the checking account of the user registered in the application is held with other Financial Institution, the CORRESPONDENT
agrees to change and lock the bank domicile for the account informed via API by ORIGINAL, which condition shall be
informed to the user in the bank credit note itself. The CORRESPONDENT may only accept from the users the request for change
in bank domiciled “locked” at ORIGINAL in case it has settled the loan transaction and upon express confirmation
of ORIGINAL. For that purpose, we will provide the CORRESPONDENT with consultation via a specific API.


 


		3.	Premises:
                                         The Parties agree that, every six (6) months, the model proposed for the product
                                         PicPay Working Capital shall be reviewed, with performance bonus.