Exhibit 10.7


 


AMENDMENT TO AND RESTATEMENT OF


 


THE PAYMENT ARRANGEMENT PARTICIPATION
AGREEMENT


 


BANCO ORIGINAL S.A., with its principal
place of business in São Paulo, SP, at R. Porto União, 295 – Brooklin, São Paulo - SP, 04568-020, enrolled
with the National Corporate Taxpayers’ Register (CNPJ) under No. 92.894.922/0001-08, herein represented in accordance with
its By-Laws, by its undersigned officers (“Original”); and


 


PICPAY SERVIÇOS S.A., 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/MF under
No. 22.896.431/0001-10, herein represented pursuant to its By-Laws, by its undersigned officers, hereinafter referred to as “Picpay”
and, jointly with Original, “Parties”;


 


WHEREAS:


 


		i.	On November 27, 2018, the Parties entered into the Payment
Arrangement Participation Agreement (“Agreement”);



 


		ii.	On August 13, 2020, the Parties executed the 1st
Amendment to the Agreement, amending contractual provisions; and



 


		iii.	The Parties wish to restate the amendments 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. The subject matter of this
agreement is the establishment of general conditions for Original’s participation in the payment arrangement instituted
by PicPay.



 


		2.	Characteristics of the Arrangement. The purpose
of the Arrangement is to permit that its end users make payments or transfers. The Users may only be holders of Virtual Credit
Cards to be issued by Original for use exclusively in the Brazilian territory.



 


		3.	Original’s Role. Original shall participate
in the Arrangement in the capacity as issuer of the post-paid payment instrument (Virtual Credit Card), permitting payment transactions
and transfers by means of the Application.



 


		4.	PicPay’s Role. PicPay shall act in the
capacity as institution and accreditor of the Arrangement, to qualify receivers for acceptance of the payment instrument issued
by Original and participate in the process of settlement of the payment transactions as Original’s creditor.



 


		5.	Application. The Application for mobile devices
developed and maintained by PicPay is the only means for use of the Virtual Card. The Application may offer other functionalities
not related to Original, other functionalities of interest to PicPay and/or serve as Payment Institution for other arrangements
instituted by PicPay.



 


		6.	PicPay Mastercard Credit Card. The Credit Card
is designed exclusively for individuals registered in the PicPay Application (“Application)”, for use in Brazil and
abroad, issued in the hybrid modality (linked to PicPay Payment Arrangements and to the Mastercard Brand) and multiple modality
(with debit and credit functions), being a payment instrument for the acquisition of goods and services, withdrawals in cash,
payment of bills, and other payment services, including between individuals.



 






     


     


    

 


		8.	Brand. The Credit Card shall be issued with
the PicPay and Mastercard Brands, it being understood that the latter is the company that owns the trademark licensed to Original
and defines the rules of operation of its Payment Arrangement.



 


		9.	Types of payment transaction provided. In addition
to the payment transaction set forth in item 10 of the Agreement, the User may also use the PicPay Mastercard card to purchase
goods and services in the debit and credit functions, in Brazil and abroad, in establishments accredited to the Mastercard brand,
withdrawals in cash, payment of bills and other payment services available in the product.



 


		10.	Payment of the operational costs. Original
shall pay the standard costs inherent in the card issuance business, as described below:



 


		a.	Costs to process the debit and credit transactions;



 


		b.	Costs to process and use the trademark of the Mastercard
brand;



 


		c.	Costs incurred with fraud prevention and transactional
Backoffice of credit transactions.



 


		10.1	Supplementary outsourced services. Since these
costs are not contemplated in the services agreement between Original and the outsourced service provider, the costs for the issue
of SMS, Web Services and Login Deductible, if consumed by PicPay and charged by the processor, shall be assumed and paid by PicPay.



 


		10.2	Manufacturing, customization and preparation for
delivery of the plastics. The Parties shall equally incur the standard costs of manufacturing and customization of the plastics,
which consider the following characteristics:



 


		a.	Plastic (White PVC and Embossing) - Not contemplating
instrument-print



 


		b.	Standard chip (dual interface)



 


		c.	Handling of Customization of Logos.



 


		d.	Handling of the kit + envelope + card holder (z folding
model)



 


		e.	Envelope Void.



 


		f.	Data Preparation.



 


		10.2.1	Customization of the Manufacture. In case the cost
of the material and/or of the process exceeds the standard cost of plastic assumed by Original in view of the accessory aspects,
PicPay shall assume the additional cost in full. The supplier shall be directly paid by Original, which, in turn, shall be reimbursed
by PicPay.



 


		10.2.2	Manufacture of PicPay Debit Card. In those cases
in which PicPay institutes an action to issue and deliver PicPay Mastercard cards only for operation of the PicPay prepaid payment
account (“PicPay Debit Card”), without the corresponding accession to the credit card, the costs of plastics shall
be fully assumed by PicPay and reimbursed to Original.



 


		10.2.2.1	If, after issue of the PicPay Debit Card, the user activates
the credit function in the same plastic, Original shall reimburse PicPay for the cost of issue of the Card pursuant to the provisions
of item 10.2. Original shall not reimburse any costs spent by way of customization, pursuant to the provisions of section 10.2.1.



 


		10.3	Delivery of the cards to the users. Original shall
fully assume the costs to deliver the cards at the value of Original’s standard modality of delivery, i.e.: Simple FAC modality
of the Brazilian Mail – without trackability of delivery.



 






    2


     


    

 


		10.3.1.	Customization of the Delivery. In case the delivery
modality defined by PicPay differs from Original’s standard modality and the cost thereof is higher than the standard cost,
PicPay shall fully assume the additional cost. The supplier shall be directly paid by Original, which, in turn, shall be reimbursed
by PicPay.



 


		10.3.2	Delivery of PicPay Debit Card. In those cases in
which PicPay institutes an action to issue and deliver PicPay Mastercard cards for operation of the PicPay prepaid payment account
(“PicPay Debit Card”), without the corresponding accession to the credit card, the costs to delivery the cards shall
be fully assumed by PicPay and reimbursed to Original.



 


		10.3.2.1	If, after delivery of the PicPay Debit Card, the user activates
the credit function in the same plastic, Original shall reimburse PicPay for the cost of delivery of the Card pursuant to the
provisions of item 10.3. Original shall not reimburse any costs spent by way of customization, pursuant to the provisions of section
10.3.1.



 


		10.4.	Leaflets. PicPay shall create and reproduce advertising
material for publicity of the Credit Card, incurring the payment and assuming all necessary costs for this operation.



 


		10.5.	Customization of the processing system. The costs
resulting from the customization of systems of the company contracted for the processing and authorization activities shall be
incurred by the Party that requests such customization.



 


		10.6.	Additional services. Any other service that is specifically
provided to PicPay, at its request, and the cost of which exceeds the standard cost of standard service contracted by Original,
o PicPay shall reimburse Original for the additional cost.



 


		11.	Challenge of transactions. Without prejudice to
item 32, which shall be valid for payment transactions within PicPay Payment Arrangement, Original is responsible for managing
the process of challenge of payment transactions within the Mastercard Payment Arrangement and the resulting debit of accepted
challenges (chargeback) is a burden of Original.



 


		12.	Frauds. PicPay shall be liable for frauds committed
with the PicPay card in the debit function, it being understood that:



 


		a.	PicPay shall not be held liable for frauds committed
in credit payment transactions in the Mastercard Payment Arrangement, except in those situations where the fraud has occurred
due to failures in the card sale/original process or failures in the PicPay system.



 


		b.	PicPay shall be liable for frauds committed in credit
payment transactions in the PicPay Payment Arrangement, except in those situations where the fraud has occurred due to failures
in the systems of Original.



 


		13.	User Assistance and Backoffice. Without prejudice
to the provisions of item 35, PicPay shall provide the initial assistance to all Users of the PicPay Card.



 


		13.1	In cases involving issues on the debit function of
the Card and on the payment transactions in the PicPay Payment Arrangement, the assistance shall follow a flow defined and operated
exclusively by PicPay.



 


		13.2.	In cases involving the payment transactions of the
Mastercard Payment Arrangement, first there will be attempts at resolving the doubts of the User by means of the online assistance
provided by PicPay. If the resolution and closing of the assistance is not possible, PicPay shall reinforce Original’s contact
telephone numbers, directing the user to human assistance. In this case, the assistance shall follow a flow defined and operationalized
by Original and/or its service providers.



 


		13.3	Each Party shall be liable for the respective costs
resulting from maintenance of the assistance with the users.



 






    3


     


    

 


		14.	Collection and Recovery of Credits. In the
event of default or existence of evidence of aggravation of risks in the Credit Card Holder, PicPay shall assist Banco Original
in the process of item 14. Collection and Recovery of Credits, providing information and contacting the Holder for the purpose
of making the due collection. These contacts may be made by e-mail, SMS, push or other means understood as the most effective,
upon adjustment of the messages to the communication standards agreed between the Parties. In addition, PicPay may develop functionalities
to enter into settlements and generate payment slips and other means of collection of funds subject to collection through its
APP, upon alignment with the area in charge at Banco Original.



 


		15.	Information to regulators. Whenever necessary
and provided it is not directly requested to PicPay, Original shall provide all information relating to the card issue business
that may be requested by regulatory bodies, with the collaboration of PicPay.



 


		16.	Virtual Credit Card. It shall be identified
by a Virtual Card number defined by Original and linked to the paying User, and it is designed for payment transactions and transfers
that are not conditional upon the prior contribution of funds.



 


		17.	Contracting of Virtual Credit Card. The contracting
of Virtual Credit Card with Original is conditional upon the grant of credit and upon the validation of the User’s data.
The grant of credit is an exclusive prerogative of Original. The identity and other data of the Users shall be validated by PicPay
in accordance with a procedure approved by Original. PicPay shall strictly comply with the validation procedure and inform to
Original the Users whose record has been approved in accordance with such procedure.



 


		18.	Criteria and conditions to provide limits.
It is exclusively incumbent upon original to determine and be liable for the maximum credit limit to be granted to the User. Any
default of the Users is an exclusive burden of Original.



 


		19.	Virtual Card Cancellation/Blocking. PicPay
may unilaterally block the use of the Virtual Card in the events set forth in the Terms of Use of the Application, but it shall,
however, immediately inform Original, and Original may unilaterally cancel or block the Virtual Card in the events set forth in
the Virtual Credit Card Accession Agreement.



 


		20.	Types of payment transaction provided. The
Users may use their Virtual Card to make transfers or payments to individuals or legal entities holding Prepaid Payment Accounts
managed by PicPay itself, including, but not limited to, companies, stores and professionals, purchase of goods or services, payment
of accounts and other payment services provided in the Application. The transactions may be carried out in cash or in installments,
both on account of the Receiver and of the Paying User. No prior contribution of funds to the Virtual Card is permitted.



 


		21.	Procedures of the payment transaction. The
payment transactions requested by the Users shall be transmitted by PicPay to Original electronically, with security requirements
and requirements of authentication of the parties. Original, in turn, will inform if it authorizes or rejects the transaction.
Even if it is authorized by Original, PicPay may reject the transaction based on its security criteria. If the transaction is
rejected by Original, PicPay shall respect the decision.



 


		22.	Challenge of transactions. PicPay is responsible
for managing the procedure of challenge of payment transactions and the debit resulting from accepted challenges (chargeback)
shall be incurred by PicPay.



 






    4


     


    

 


		23.	Settlement. Original shall settle the authorized
payment transaction and provide the respective funds for free operation in a checking account held by PicPay with Original itself.
The settlement term shall be defined in accordance with the term negotiated with the Receiver and previously informed to Original.
In the event of late settlement by Original to PicPay, the amount shall be increased by thirty-three thousandths (0.033%) per
day, not capitalized, calculated on a pro rata temporis basis and by way of interest for late payment.



 


		23.1	Transfer of amounts. Original shall provide
PicPay with the amount of each transaction, withholding, however, a specific percentage, which relates to the term negotiated
between PicPay and the Receiver, in accordance with Exhibit I to this Agreement.



 


		23.2.	The amounts 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.



 


		24.	Invoice to the User. PicPay is responsible
for invoicing the User. Original shall send, every cut-off date, the file of invoices to PicPay, which shall generate the layout
and transmit them to the Users by means of the Application and/or by other means.



 


		25.	Assistance to the User. PicPay is responsible for
providing assistance to the Users. PicPay shall provide the direct communication with the Users by means of its service channels
to resolve doubts and receive complaints relating to the use of the Virtual Card, transactions, interest, charges, credit limits
(contracting, renewal and cancellation) and invoices (explanations of the information presented in the invoice). Original shall
maintain a team to assist PicPay in relation to the matters that depend on information or decisions of Original.



 


		26.	Responsibilities of PicPay. PicPay shall:



 


		a)	offer the Virtual Card to the users of its platform
as strictly defined by Original;



 


		b)	after the credit request made by the User, send the
record information to Original, pursuant to the applicable legislation and whenever required by Original, and capture the images
of the Identification documents and Taxpayer Card (CPF) of the users;



 


		c)	provide the User with the Virtual Card Accession Agreement
with its conditions of use;



 


		d)	monthly present to the User the virtual card invoice,
which shall contain at least, but not limited to, the following information: payment slip with barcode, credit limits, invoice
coming due, invoiced closed; rate of conventional interest of the period, default charges, taxes, Total Effective Cost (CET) of
the period and the annual cost of the credit transactions;



 


		e)	present to the User the settlement documents and annual
statement;



 


		f)	settle the payments made by means of use of the Virtual
Card with the Receiving Users, in accordance with the agreed terms and conditions;



 


		g)	analyze the transactions or transaction amounts challenged;



 


		h)	provide the Users with a communication channel for
the receipt of renegotiation;



 


		i)	mediate disputes between Paying Users and Receivers;



 


		j)	define its rules on the prevention of fraud and comply
with those required by Original;



 


		k)	validate the Address provided by the user;



 


		l)	monitor performance of the system that authorizes the
Virtual Card, always monitoring it and taking the measures required to maintain its stability; and



 


		m)	monitor the quality of transactions and the volume
of cash subject to the Arrangement and to PicPay, in the capacity as accreditors, for purposes of compliance with the regulations
of the Brazilian Monetary Council and of the Central Bank of Brazil, and be liable for obtaining the necessary approvals to continue
the Arrangement instituted.



 






    5


     


    

 


		27.	Responsibilities of Original. Original agrees
to:



 


		a)	inform PicPay of any changes in the credit limit granted
to the Users;



 


		b)	receive the record information of PicPay and feed the
Record with them, in compliance with the applicable rules;



 


		c)	inform PicPay of the Users whose record data have been
rejected and approved;



 


		d)	prepare the Virtual Card Accession Agreement with its
conditions of use;



 


		e)	define rules on the authorization of transactions;



 


		f)	record the payment slips issued in the CIP invoices,
dealing with any rejections and payments not processed and/or rejected;



 


		g)	make the transfer of funds to PicPay in accordance
with the settlement rules;



 


		h)	to the extent that it is required to do so pursuant
to the regulation, keep the regulatory bodies informed of the provisions and progress of the transactions, especially with respect
to accounting, regulatory and tax matters;



 


		i)	be liable for the policy and process of the renegotiation
of debts originating from use of the Virtual Card; and



 


		j)	be liable for the inclusion and exclusion of the data
of the clients in the credit protection bodies.



 


		28.	Mutual obligations. The parties agree to:



 


		a)	perform its activities by using the best existing technique,
for the purpose of achieving the best possible result;



 


		b)	be solely and fully liable for performance of its activities,
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, based on its technical knowledge and experience;



 


		d)	maintain and, whenever applicable, renew the records,
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, throughout the term of effectiveness of this agreement;



 


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



 


		f)	timely regularize the activities or procedures that
are inadequate or incompatible with the specifications defined in this agreement and in the Supplementary Procedures;



 


		g)	keep the other Party informed of the progress of the
activities and results reached, explaining any doubts that may arise and also attending meetings;



 






    6


     


    

 


		h)	allow the other Party to permanently monitor the evolution
of the activities, 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, at the request of the other Party 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 activities, inspect and resolve possible existing doubts;



 


		m)	allocate professionals from among their advisors, agents
and employees, who shall be able and professionally qualified to perform and carry out the subject matter of this agreement, in
a sufficient number to comply with their respective obligations;



 


		n)	assume full administrative, financial and legal liability
relating to any type of installation of software or technologies required for compliance with their obligations, which liability
shall not be in any way a joint liability;



 


		o)	provide the necessary support to achieve the subject
matter of this agreement in its full extent;



 


		p)	perform the portion hereof it is required to perform,
caring for the good quality of the actions, seeking to improve the efficiency, efficacy, effectiveness and economy in the performance
of the subject matter hereof;



 


		q)	grant the other Party access to any information that
relates to the subject matter of this agreement;



 


		r)	neither to assign nor to transfer the rights and obligations
hereunder without the prior and express authorization of the other Party;



 


		s)	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 performance of the activities carried out hereunder;



 


		t)	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;



 


		u)	fully incur 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 activities performed or violation of
rights of personality, intellectual property rights and confidentiality.



 


		28.1.	The amount of the award of damages, which shall include
costs and attorneys’ fees, shall be adjusted based on the variation of the IGPM (General Market Price Index) disclosed by
the FGV (Getúlio Vargas Foundation) or, in the lack thereof, on another index that may substitute or represent it, from
the date of the harmful event to the date of the reimbursement, plus, in the event of default, a ten percent- (10%)-fine and late
payment interest at the rate of one percent (1%) per month.



 


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



 






    7


     


    

 


		29.	Intellectual
property. The trademarks, patents, industrial designs, applications, databases, preexisting materials of Original are fully
and exclusively owned by Original or licensed thereto, it being understood that this item includes, without limitation, the methodology
for grant of the credit. Similarly, the trademarks, patents, industrial
designs, applications, databases, preexisting materials of PicPay are fully and exclusively owned by PicPay or are licensed thereto.



 


		30.	Use of the trademarks. The Parties shall not
use the trade names, trademarks, logos and other distinctive signs of each other, even if as mere reference, in any means and
on any account, without the prior, express and written authorization of the other Party.



 


		31.	No violation. The Parties warrant that the
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.



 


		32.	Exclusivity. Original represents that it has
no copyright on any software, application, or technological tool developed by PicPay. PicPay is the exclusive owner of everything
that it develops and idealizes in relation to this agreement, and which it may register and exploit at its discretion, without
any participation or interference of Original, except for the methodology for the grant of credit, the intellectual property of
which is owned by Original.



 


		33.	Joint ownership. In case any specific material
is developed solely and exclusively of a product of this agreement, the Parties shall define all matters relating to intellectual
property.



 


		34.	Confidentiality. Throughout the effectiveness
of this agreement and for three (3) years after termination hereof, the Parties shall grant confidential treatment to the negotiations
that preceded this agreement and all information it comes to obtain or to which it may be granted access as a result of the activities
performed under this agreement, refraining from using it for any purpose other than for normal performance of this agreement.



 


		34.1.	The confidentiality of the information protected by
bank or tax confidentiality is not subject to a term and must be permanently observed by the Parties.



 


		34.2.	Confidential Information is any information or document
of the Parties, obtained or accessed by the other Party, and covers the personal data and operations of the clients, 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.



 


		34.3.	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 performance of their
duties.



 


		34.4.	The disclosure of Confidential Information to third
parties is conditional upon prior and express consent from the legal representatives of the other Party.



 


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



 






    8


     


    

 


		34.6.	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. The disclosure without prior information implies the duty
to indemnify the other Party.



 


		34.7.	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, which must immediately return
it or destroy it, and it is prohibited from keeping copies of any Confidential information.



 


		34.8.	The return or destruction of the information 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.



 


		34.9.	The return or destruction of any Confidential Information
does not exempt the Party from its duty of confidentiality and other conditions set out in this Agreement, under penalty of indemnifying
the other Party.



 


		34.10.	Noncompliance, by any of the Parties or by their representatives
or agents, with any rule related to the security, use and disclosure of Confidential Information shall give rise to indemnification
in an amount to be defined in the form scheduled for the resolution of disputes.



 


		35.	Labor liability. This Agreement does not establish
a labor relationship between the employees of the Parties and the other party. Each Party is exclusively liable for all obligations
resulting from the labor law and all amounts due to its employees, including taxes and social-security contributions, even in
the event of acknowledgment of the employment relationship of any of its professionals with the other Party, for any reason.



 


		36.	Submission of proofs of payment. The Parties
shall present to the other Party, upon 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 involved
in the activities of this Agreement, 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 their legal qualification, financial health and tax compliance,
within a reasonable term compatible with the volume of information requested.



 


		37.	Reimbursement. In the event of acknowledgment
of employment relationship between an employee or a third party linked to a Party (employer) vis-à-vis the other Party
(not employer) by the Labor Court, the employing Party shall fully reimburse the expenses, costs, attorneys’ fees, fines
and court expenses incurred by the non-employing Party as a result of the lawsuits. The employing Party shall acknowledge the
debt as its own, crediting the respective amounts to the checking account indicated by the non-employing Party within five (5)
business days as from the request.



 


		37.1.	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.



 


		38.	Tax liability. Each Party shall be responsible
for paying the respective taxes of which they are taxpayers. If, due to any statutory provision, one of the Parties is responsible
for the payment of any tax the taxpayer of which is the other Party, the amount shall be reimbursed by the debtor Party to the
creditor Party within five (5) business days.



 






    9


     


    

 


		39.	Anticorruption compliance. 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.



 


		39.1.	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.



 


		39.2.	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.



 


		39.3.	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.



 


		39.4.	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.



 


		39.5.	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.



 


		40.	Supplementary Procedures. The procedures required
for performance of all activities shall be defined in technical documents approved by both parties and shall become an integral
part of this agreement.



 


		41.	Data security. The parties agree to adopt strict
safety mechanisms for the data and electronic communications required for performance of their activities.



 


		42.	Duration of the agreement. This agreement shall
be effective for an indefinite term, as from November 27, 2018.



 


		43.	Good faith. 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.



 


		44.	Place of the activities. The activities of
each Party shall be performed at their respective facilities or, according to specific needs, on sites agreed between the Parties,
which fact shall not determine any differentiation in the obligations and liabilities attributed to the Parties;



 


		45.	Additional services. Any and all services that
do not fall under this agreement and the provision of which results in additional lien to any of the Parties shall be the subject
matter of a specific agreement.



 






    10


     


    

 


		46.	COAF.
The Parties represent that they have full knowledge of the Law of the Controlling Council of Financial Activities (COAF) of
the Ministry of Finance, and they shall comply with and make all decisions within the strict limits
of the law and of their internal policies.



 


		47.	Termination
of the agreement. This agreement may be terminated:



 


		a)	at the initiative of one of the parties, in which case
the party that wishes to terminate the agreement without just cause shall inform the other party at least six (6) months in advance.
After the first year of the term of effectiveness of the agreement, the term of the prior notice of termination shall be increased
by one (1) month every year or fraction of a year, up to the limit of nine (9) months;



 


		b)	for noncompliance with contractual or statutory obligations;
in this case, the innocent Party shall notify the breaching Party in writing and with acknowledgment of receipt, and shall grant
a reasonable term, compatible with the complexity of the defaulted obligation, not shorter than thirty (30) days.



 


		c)	by government intervention, in case a liquidator, intervenor
or temporary special administrator is appointed for one Party or if a Party suffers intervention, is placed in extrajudicial liquidation
or special temporary administration system by any competent government, regulatory or judicial authority, or also if one of the
Parties receives notification from the Central Bank or competent authority with the intention of suspending or revoking its authorization
to operate;



 


		d)	if one of the parties involves in or facilities any
unlawful measure or activity, or associates to a person or entity that adversely affects or threatens to adversely affect the
reputation of the other party, except if this involvement is notorious and of public knowledge at the time of execution of this
agreement.



 


		e)	due to omission of information, in case one of the
parties provides incorrect information to the other or fails to disclose adequate information relating to the transactions, or
fails to timely provide the other party with information requested and which the party shall provide under this agreement;



 


		f)	if there is circumstantial evidence that one of the
parties is directly or is a means for or assists in the concealment of a person or entity that is involved, tries or threatens
to get involved in, or facilitates terrorist activities, narcotraffic, traffic of persons, activities relating to the dissemination
of weapons of mass destruction, activities that violate or threaten to violate human rights or principles of national sovereignty,
or money laundering to cover any of these activities; or



 


		g)	if there is proof that the acts of one party adversely
affect the good image or reputation of the other party; and



 


		h)	if one of the Parties files for court-supervised or
out-of-court reorganization or judicial or extrajudicial liquidation, dissolution or bankruptcy, or if any of the above is claimed
against it.



 


		47.1.	Procedure for termination. Except in relation
to the termination due to the parties’ will, the termination shall be declared in accordance with the procedure for resolution
of disputes.



 


		47.2.	Gradual dissolution. In any event of regular
or early termination of this agreement, the Parties shall use efforts for the activities to cease gradually, so as to avoid losses
to the Users.



 


		47.3.	Force majeure. None of the Parties shall be
deemed in default or liable to the other Party for failure in the performance of its obligations if the failure is proven to exclusively
result from an event beyond its control, act of God or force majeure or, furthermore, from an act or omission solely attributable
to the other Party. This does not prevent termination of the agreement due to involuntary default.



 






    11


     


    

 


		48.	Change in control. In the event of significant
change in the control of one of the Parties, the other Party may: i) terminate this agreement as provided in item 37 a); and/or
ii) request the return or destruction of all its information, files, and databases exclusively related to such Party, which shall
be complied with within sixty (60) days.



 


		49.	Socioenvironmental compliance. 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.



 


		50.	Representations
and warranties. The Parties warrant that:



 


		a)	they have all powers and authority to assume and fulfill
the obligations and to consummate the transactions contemplated herein; and



 


		b)	the formalization and performance of this agreement
do 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.



 


		c)	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 the other party.



 


		d)	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;



 


		e)	they have honest, qualified professionals hired, who
are capable of performing the Services and using and implementing all technical requirements described in the documents mentioned
in the preceding letter;



 


		f)	the professionals who shall be designated to engage
in the activities have training that qualifies them to comply with the statutory and regulatory requirements in effect;



 






    12


     


    

 


		g)	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;



 


		h)	they are fully compliant with the applicable laws and
regulations.



 


		51.	Notices
between the parties. The notices from one Party to the other
shall be sent to the following addressees and addresses:



 


	To PicPay:	 	To 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, São Paulo, CEP 05317-020.

        Attn. Legal Department

        E-mail: juridico@picpay.com.br
	 	
        BANCO ORIGINAL S.A.

        R. Porto União, 295 - Brooklin,
        São Paulo - SP, 04568-020

        mailto:

        Attn. Legal Department

        E-mail: juridico@original.com.br



 


		51.1.	The notices may be delivered personally, with proof
of receipt by the other Party, or transmitted by telegram/mail, with registration of receipt, posted by mail with acknowledgment
of receipt or delivered via the Registry of Deeds and Documents.



 


		51.2.	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.



 


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



 


		52.	Liability for lawsuits. Administrative proceedings
or lawsuits against one of the Parties the subject matter of which relates to the activities carried out hereunder shall be informed
to the other Party within three (3) days as from receipt of initial communication (service of process) and agrees to provide all
necessary information about the case to the Party that is sued within forty-eight (48) hours, even if the lawsuit in question
is filed after termination of this agreement.



 


		52.1.	Judgment against one of the parties in the event of
failure of the other Parties implies the right of recourse against the breaching Party, as well as the right to full reimbursement
for the expenses incurred with the claim, and authorizes the impleader of the breaching Party.



 


		52.2.	In
the event of lawsuits the allegation of which is the commission of fraud due to the use of data of clients, the party responsible
for incurring the amounts spent with the defense shall always be PicPay, considering that it is liable for the prospection of
clients and validation of their record data. 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.



 






    13


     


    

 


		53.	Liability for regulatory and other claims.
In the event that any client/user initiates an administrative complaint relating to Virtual Card, in any assistance channel (Bacen,
Ombudsman’s Office, Media, Procon, and others), Original shall prepare the answer in accordance with the flow already adopted
internally. Thus, PicPay agrees to send to Original, within one (1) business day, any type of claim that is send to it and which
relates to the Virtual Card.



 


		53.1.	In case Original needs more data, information and/or
documents that are in the possession of PicPay, the Parties hereby agree that they shall mutually assist each other, by sending
everything that is necessary for the answer to the client to be prepared, within up to two (2) business days as from the request.



 


		53.2.	If the administrative claim is sent by the client/user
to Original, but the grounds thereof are some type of failure in the provision of services for which PicPay is liable, it shall
be responsible for the answer to the client/user, as well as, in the event of claim initiated in the Bacen, assist Original for
it to have access to all subsidies to prepare the answer to said body.



 


		54.	Entire agreement. This Agreement represents
the full and total agreement between the Parties, and it may neither be amended nor changed without the prior and express written
consent of the legal representatives of the Parties or of their respective successors, it being understood that the transfer,
subcontracting, wholly or in part, of the Services, as well as the assignment of the rights and obligations hereunder without
the written consent of the Party shall be prohibited.



 


		55.	Essential
elements. 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.



 


		56.	No relationship. 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.



 


		57.	Invalidity.
The declaration of ineffectiveness, nullity or illegality
of a provision of this agreement does not imply the ineffectiveness, nullity or illegality of other provisions.



 


		58.	Inexistence of novation. 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 does not imply novation or waiver of the right to require full compliance with the future obligations.



 


		59.	This Agreement shall prevail over any other documents
that may be signed between the Parties that contain the same or a similar subject matter. If there is a conflict between the provisions
of this Agreement and those set forth in any of its Supplements, Exhibits or Supplementary Procedures, the first shall prevail.



 


		59.1.1.	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.



 






    14


     


    

 


RESOLUTION OF DISPUTES


 


		60.	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.



 


		61.	Jurisdiction.
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.



 


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/ Simao Luiz Kovalski	 	/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
	Identity Card (RG): 36845545880	 	Identity Card (RG): 389037576


 




    15


     


    

 


Exhibit I – Percentage amount withheld
upon settlement


 


	Term of the settlement – in days	 	Withheld percentage of the transaction amount
	1	 	1.820%
	2	 	1.792%
	3	 	1.763%
	4	 	1.735%
	5	 	1.707%
	6	 	1.679%
	7	 	1.650%
	8	 	1.622%
	9	 	1.594%
	10	 	1.566%
	11	 	1.537%
	12	 	1.509%
	13	 	1.481%
	14	 	1.452%
	15	 	1.424%
	16	 	1.396%
	17	 	1.368%
	18	 	1.339%
	19	 	1.311%
	20	 	1.283%
	21	 	1.254%
	22	 	1.226%
	23	 	1.198%
	24	 	1.170%
	25	 	1.141%
	26	 	1.113%
	27	 	1.085%
	28	 	1.057%
	29	 	1.028%
	30	 	1.000%
	31	 	0.983%
	32	 	0.965%
	33	 	0.948%
	34	 	0.931%
	35	 	0.913%
	36	 	0.896%
	37	 	0.879%
	38	 	0.861%



 






    16


     


    

 


	39	 	0.844%
	40	 	0.827%
	41	 	0.809%
	42	 	0.792%
	43	 	0.775%
	44	 	0.757%
	45	 	0.740%
	46	 	0.723%
	47	 	0.705%
	48	 	0.688%
	49	 	0.671%
	50	 	0.653%
	51	 	0.636%
	52	 	0.619%
	53	 	0.601%
	54	 	0.584%
	55	 	0.567%
	56	 	0.549%
	57	 	0.532%
	58	 	0.515%
	59	 	0.497%
	60	 	0.480%
	61	 	0.463%
	62	 	0.445%
	63	 	0.428%
	64	 	0.411%
	65	 	0.393%
	66	 	0.376%
	67	 	0.359%
	68	 	0.341%
	69	 	0.324%
	70	 	0.307%
	71	 	0.289%
	72	 	0.272%
	73	 	0.255%
	74	 	0.237%
	75	 	0.220%
	76	 	0.203%
	77	 	0.185%
	78	 	0.168%
	79	 	0.151%
	80	 	0.133%


 


 


17