Exhibit
10.3



 


GENERAL
CONDITIONS FOR THE PROMISE OF ASSIGNMENT AND ACQUISITION OF

 CREDIT RIGHTS AND OTHER COVENANTS


 


FUNDO
DE INVESTIMENTO EM DIREITOS CREDITÓRIOS NÃO-PADRONIZADOS PICPAY I (“Fund”), enrolled with the National
Corporate Taxpayers’ Register (“CNPJ/ME”) under No. 32.527.650/0001-86, registered with the Securities
Commission (“CVM”), organized as a closed-end fund, in the form of its bylaws (“Bylaws”),
governed by the National Monetary Council Resolution No. 2.907, of November 29, 2001 (“CMN Resolution 2.907/01”),
by CVM Instruction 356, of December 17, 2001, as amended (“CVM Instruction 356/01”), and CVM Instruction
444, of December 8, 2006, as amended (“CVM Instruction 444/06”), and represented in the form of its Bylaws,
by its administrator, BRASIL PLURAL S.A. BANCO MÚLTIPLO, a financial institution headquartered in the City of Rio
de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, No. 228, suite 907 - Part, Botafogo, Postal Code 22250-906, enrolled
with the CNPJ/ME under No. 45.246.410/0001-55, duly authorized by CVM for the professional exercise of administration and management
of securities portfolios by means of CVM Declaratory Act No. 13.778, of July 16, 2014, as provided for in Article 23 of Law No.
6.385, of December 7, 1976, as amended, and CVM Instruction No. 558, of March 26, 2015, as amended, hereby represented in the
form of its By-Laws (“Administrator” or “Custodian”), and PICPAY SERVIÇOS S.A.,
a joint-stock company headquartered in the City of Vitória, State of Espírito Santo, at Av. Jerônimo Monteiro,
No. 1000 - Centro, Postal Code 29010-935, enrolled with the CNPJ/ME under No. 22.896.431/0001-10 (“PicPay” or
“Debtor”, as the case may be), in the capacity as representative of the Assignors (as defined below), resolve
to establish the general conditions for the assignments of credit rights that will be carried out from time to time by the End
Users (as defined below) that have acceded to the “Payment Service Agreement”, made available on the PicPay
app (“PicPay Service Agreement”), as amended or substituted from time to time, by means of this instrument
of “General Conditions for the Promise of Assignment and Acquisition of Credit Rights and Other Covenants” (“General
Conditions of Assignment”), which shall be governed by the following clauses and conditions:


 


WHEREAS:


 


(i) the
Assignees are End Users and, in this capacity, they have acceded and agreed to the terms and conditions of these General Conditions
of Assignment through the PicPay Service Agreement, which, among other provisions, allows PicPay to act in the capacity as representative
of the Assignors;


 


(ii)
as a result of the Payment Transactions (as defined below) carried out by the Assignor in
the PicPay System with the use of Payment Instruments (as defined below) for the contribution or credit of funds to the respective
User PicPay Accounts (as defined below) (cash in) including, without limitation, for the purpose of transferring funds
to Clients and/or Sub-accredited Establishments (as defined below), purchase goods, products or services from a Sub-accredited
Client and/or Establishment and/or make pay Collection Slips (as defined in the Bylaws), as applicable, the Assignors, from time
to time, hold Credit Rights (as defined below) against PicPay;


 


(iii)
as a result of the contribution or credit of funds made by the End User to the respective
User PicPay Account through a Payment Transaction (cash in), a credit relationship is originated, which corresponds to
the End User credit against PicPay resulting from the amounts contributed or credited to the User PicPay Account;


 


(iv)
the Assignors, represented by PicPay, shall, under the terms of the PicPay Service Agreement,
from time to time, offer and assign to the Fund the Credit Rights that are in compliance with the Eligibility Criteria (as defined
below) and the Assignment Conditions (as defined below), as regulated by the Fund Bylaws, the PicPay Service Agreement and these
General Conditions of Assignment;


 


(v) the
Fund, in turn, wishes to acquire the respective Credit Rights from the Assignors, provided that the Eligibility Criteria and the
Assignment Conditions are cumulatively met, as regulated by the Fund’s Regulations and these General Conditions of Assignment;


 




     


     


    

 


(vi)
the Assignors, pursuant to each Electronic Assignment Formalization (as defined below) carried
out through the PicPay System (as defined below), shall assign to the Fund the Credit Rights specified in the respective Electronic
Assignment Formalization, pursuant to articles 286 et seq. of Law No. 10.406, of January 10, 2002, as amended, or any rule that
may replace it (“Brazilian Civil Code”), with all that such Credit
Rights represent;


 


(vii)
the Custodian (as defined below) shall provide custody services to the Fund, as provided
for in article 38 of CVM Instruction 356/01, including verification of compliance with the Eligibility Criteria and the Assignment
Conditions, in accordance with the Bylaws;


 


(viii)
as provided in these General Conditions of Assignment, the Credit Rights are originated
from Payment Transactions carried out by End Users, when using any Payment Instruments;


 


(ix)
the Assignors are and shall be the only and legitimate owners of the Eligible Credit Rights
to be assigned to the Fund;


 


(x) the
Assignors are End Users who, in the form of the PicPay Service Agreement, assign all or part of their respective Credit Rights
and, in this capacity, have expressly acceded and agreed to the terms and conditions of these General Conditions of Assignment
through the PicPay Service Agreement; and


 


(xi)
for purposes of these General Conditions of Assignment, any reference to the Fund shall
also be construed as a reference to the Administrator, in the capacity as representative of the Fund.


 


1. SECTION
ONE - DEFINITIONS AND CONSTRUAL


 


1.1.
Definitions. All terms and expressions, starting with capital letters, in their singular
or plural form, used in this General Conditions of Assignment and its exhibits and not defined therein have the meaning respectively
attributed to them in Exhibit I to these General Conditions of Assignment.
The terms and expressions, starting in capital letters and used in these General Conditions of Assignment, whether in the singular
or in the plural form, and which are not otherwise defined in these General Conditions of Assignment or in its Exhibit
I shall have the respective meaning attributed to them in the Bylaws.


 


1.2.
The rules set out below apply to the construal of these General Conditions of Assignment:


 


(a) the
headings and titles of these General Conditions of Assignment are for convenience and reference only, and they shall neither limit
nor affect, in any way, the construal of the respective sections, sub-sections or items;


 


(b) the
terms “include”, “including” and the like shall be construed as if they were accompanied by the phrase
“but not limited to”;


 


(c) references
to any documents or instruments include all respective amendments and restatements;


 


(d) references
to any period shall be considered references to the number of calendar days, unless otherwise specified, provided that all terms
or periods provided for in these General Conditions of Assignment shall be counted by excluding the date of the event that caused
the beginning of that term or period and including the last day of the term or period in question. All terms established in these
General Conditions of Assignment that end on Saturdays, Sundays or holidays shall be automatically extended to the first subsequent
Business Day; and


 


(e) if any
clause, exhibit, term or provision of these General Conditions of Assignment becomes (by operation of law) or is declared (by
any government authority) null, invalid or unenforceable, wholly or in part, no other section, exhibit, term or provision of these
General Conditions of Assignment shall be affected as a consequence thereof, so that all other provisions of the General Conditions
of Assignment shall remain in force. The Parties shall, in good faith, negotiate an amendment to these General Conditions of Assignment,
as applicable, in order to reflect their original intention, changing only the section, exhibit, term or provision declared null,
invalid or unenforceable.


 




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2. SECOND
TWO - ASSIGNMENT AND ACQUISITION OF CREDIT RIGHTS


 


2.1.
Assignment of the Credit Rights. The Assignors, through the offering of Credit Rights,
once the Electronic Assignment Formalization is completed, shall assign and transfer to the Fund, from time to time, finally and
without any co-obligation or responsibility for the solvency of the respective Debtor, during the term of the Fund, the existing,
valid and effective Credit Right, free and clear of any liens and/or encumbrances, held against the corresponding Debtor, as a
result of Payment Transactions carried out by the End Users with the use of Payment Instruments, operated by the PicPay System,
after discounting the fees that constitute the remuneration of the Brands, Issuers and the Purchaser of the Transaction, as well
as any other retentions provided for in the Payment Arrangement rules, in the respective accreditation and accession agreement
or in the PicPay Service Agreement, as applicable.


 


2.1.1.
Credit Rights Acquisition Option. The Fund shall have the option of acquiring the
Credit Rights offered by the Assignors under the terms of these General Conditions of Assignment, the PicPay Service Agreement
and the respective Electronic Assignment Formalization, in order to comply with its investment policy, as described in the Bylaws.


 


2.1.2.
Verification of the Eligibility Criteria and Assignment Conditions. The Credit Rights
to be assigned to the Fund, subject to the provisions of Section 2.2 below, shall comply with the Eligibility Criteria and the
Assignment Conditions, to be confirmed and validated by the Custodian and PicPay, in the capacity as representative of the Assignors.


 


2.2.
Eligibility Criteria and Assignment Conditions. Any and all Credit Rights to be assigned
to the Fund shall be owned by the Assignors and due by PicPay (“Eligibility Criteria”). In
addition, all Credit Rights offered to the Fund shall comply with the following Assignment Conditions:


 


(i) the
Credit Rights shall have a face value equal to or greater than one cent of Real (R$0.01);


 


(ii)
the installments of Credit Rights arising from credits to be paid in installments shall
be consecutive, and all installments shall comply with the Assignment Conditions;


 


(iii)
the Debtor shall be compliant with all payments due to the Fund due to the Assigned Credit
Rights; and


 


(iv)
the Credit Rights may not have a maturity date later than the Fund’s Term of Duration.


 


2.2.1.
Administrator Rules and Procedures. Under the terms of art. 34, item IX, of CVM Instruction
356/01, the Administrator has appropriate rules and procedures, in writing and subject to verification, that allow it to verify
compliance, by the Assignors and the Custodian, with the obligation to validate the Credit Rights in relation to the Assignment
Conditions established in these General Conditions of Assignment and in the Bylaws.


 


2.2.2.
Basis for Verifying Assignment Conditions. For the purpose of verifying fulfillment
of the Assignment Conditions described in Section 2.2 above, the Custodian shall rely exclusively on the Remittance Files. In
addition, in cases where the verification of the Assignment Conditions of the respective Assigned Credit Rights involves discussions
about the existence, veracity, content and/or enforceability of the Assigned Credit Right, the Custodian may even base on the
respective Additional Documents, which shall be requested by the Administrator to PicPay.


 


2.3.
Assignment of the Credit Rights. The Credit Rights assigned to the Fund shall be
bound by these General Conditions of Assignment, on an irrevocable and irreversible basis, subject to the applicable provisions
of this Section Two.


 


2.4.
Liability of the Assignors. The Assignors shall not be liable for the Debtor’s
solvency in relation to the Assigned Credit Rights, but only for the good formalization, correct creation, origination, validity,
existence, liquidity and certainty of these Credit Rights acquired by the Fund, under the terms of these General Conditions of
Assignment.


 




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2.4.1.
Liability of the Fund Service Providers and PicPay. The Administrator, the Manager,
the Asset Controller and the Custodian shall not be liable for the solvency, origination, validity, existence, liquidity, certainty
and enforceability of the Credit Rights acquired by the Fund. Without prejudice to the liability of the Assignors, as described
in Section 2.4 above, PicPay, in the capacity as Debtor of the Credit Rights, is liable to the Administrator, the Asset Controller
and the Custodian, as well as to the Fund and its Shareholders, for the solvency, origination, validity, existence, liquidity,
certainty and enforceability of the Credit Rights acquired by the Fund.


 


2.5.
Scope of Accessories to the Credit Rights. Under the terms of article 287 and 893
of the Brazilian Civil Code and these General Conditions of Assignment, the assignment, by the respective Assignor, of the Credit
Rights Eligible to the Fund, shall cover not only the Eligible Credit Rights, but also everything that the Eligible Credit Rights
represent, including monetary adjustments, interest and charges, as well as all rights, shares, co-obligations and guarantees
ensured to the Assignor by virtue of the Eligible Credit Rights, under the terms of the respective Supporting Documents that formalize
them.


 


2.6.
Execution of Documents in Hard Copy. If necessary, and subject to the powers granted
under the PicPay Service Agreement, assignment instruments may be entered into between the Fund and the Assignors in hard copy,
in order to show, through an additional document in hard copy, the assignments previously formalized through Electronic Assignment
Formalizations.


 


3. SECTION
THREE - PURCHASE PRICE, ASSIGNMENT AND PAYMENT OF THE ELIGIBLE CREDIT RIGHTS


 


3.1.
As a general rule, each transaction for the assignment of Eligible Credit Rights to the
Fund shall be considered formalized and compliant after cumulative verification of the events described in Section 3.1.1 et
seq. and below, without prejudice to any other specific procedures provided for in these General Conditions of Assignment
and the proof of payment of the Purchase Price.


 


3.1.1.
In the capacity as representative of the Assigners, PicPay shall select, on a given day
(“Offering Date”), the Credit Rights to be offered to the Fund, which,
to its understanding, meet the Assignment Conditions and the Eligibility Criteria, identifying in the PicPay System, whose access
is granted to the Administrator and the Custodian, the following information (i) Assignor;
(ii) face value; (iii) Purchase
Price; (iv) Purchase Price Payment Date; (v) identification
of the transaction with the Transaction Buyer (authorization code); and (vi) applicable
maturity date based on the settlement period defined in the respective Payment Arrangement, subject, for assignment of Credit
Rights, to the following procedures, which must be carried out in a sequential manner (“Offering Processing”):


 


(i) on
the Business Day prior to the Offering Date, PicPay, in the capacity as Representative of the Assignors, shall forward to the
Custodian the estimate of Credit Rights to be acquired by the Fund and which shall be provisioned for purposes of making up the
Acquisition Reserve, it being understood that the estimate may be adjusted daily;


 


(ii)
an electronic file in CNAB format completed in the form of Exhibit II
to these General Conditions of Assignment, as instructed therein, registering the Credit Rights
assigned to the Fund on a given day, identified by (a) Assignor; (b)
face value; (c) Purchase Price; (d)
Purchase Price Payment Date; (e) identification
of the transaction with the Transaction Buyer (authorization code); and (f) applicable
maturity date based on the settlement period defined in the respective Payment Arrangement (“Remittance File”)
shall be sent via the File Exchange System by the Assignor, represented by PicPay, to the
Custodian, for validation by the Custodian within one (1) Business Day as from the respective Offering Date;


 


(iii)
Once the Credit Rights are identified in the form of Section 3.1.1 above, the Assignors
shall assign and the Fund shall acquire the Credit Rights (“Acquisition Date”), it
being understood that the Custodian shall be authorized to pay the Purchase Price;


 




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(iv)
after receiving the Remittance Files, the Custodian shall: (1) verify the existence of the
Eligibility Criteria and the Assignment Conditions in the Credit Rights contained in the Remittance File(s) sent by the Assignors,
represented by PicPay, on the respective Offering Date; (2) identify the Credit Rights offered to the Fund that meet the Eligibility
Criteria and the Assignment Conditions and that are in accordance with the financial availability of the Fund’s acquisition
on that date; and (3) forward to PicPay, in the capacity as Representative of the Assignors, via the File Exchange System, the
CNAB file that identifies the Assigned Credit Rights, as well as the Credit Rights rejected by the Custodian, whose assignment
shall be subject to Assignment Termination subject to, as applicable, the provisions of Section Four below), as well as the reason
for the Assignment Termination, if applicable, completed in accordance with Exhibit II to
these General Conditions of Assignment, according to the instructions (“Reply File”), expressing
those Credit Rights that have met the Eligibility Criteria and the Assignment Conditions and which are in accordance with the
financial availability of the Fund’s acquisition, with indication of the respective payment dates of the Purchase Price;


 


(v) simultaneously
to the sending of the Reply File to the Fund, then, represented by the Administrator, it may send electronic correspondence from
any Authorized Fund Email address and any PicPay Authorized E-mail address, confirming the terms of the Reply File (“Confirmation
Email”). Failure to send the Confirmation Email mentioned herein shall not imply any
additional liability or penalty to the Fund, or even in any way adversely affect the assignment of the Credit Rights, which shall
be considered perfect and finished regardless of the sending of the Confirmation Email;


 


(vi)
on the day following the Acquisition Date, to enable payment reconciliation, PicPay, in
the capacity as representative of the Assignors, shall send to the Custodian, with a copy to the Administrator, a Conciliation
File reflecting all transactions made in the Fund’s PicPay Account on the respective Acquisition Date;


 


(vii)
simultaneously to the sending of the Conciliation File mentioned in item (vi) above, PicPay
shall grant constant access to its Credit Rights control systems, through which it shall be possible for the Administrator and/or
the Custodian to verify the information regarding Credit Rights, including (a) the Payment Transaction code; (b) the identification
of the Assignor; (c) the face value of the assigned Credit Right; (d) the outstanding installments of the assigned Credit Right;
and (e) the total outstanding amount of the Assigned Credit Right;


 


(viii)
simultaneously to the procedures mentioned in items (vi) and (vii) above, PicPay may, in
the capacity as Debtor, forward to the Custodian, with a copy to the Administrator, confirming receipt of the Reply File (“Reply
Email”). Failure to send the Reply Email mentioned herein shall not imply any additional
liability or penalty to the Fund or PicPay, or even in any way adversely affect the assignment of Credit Rights, which will be
considered perfect and finished regardless of the sending of the Reply Email.


 


3.1.2.
The Custodian shall pay the Purchase Price agreed with the Assignor, represented by PicPay,
by transfer from the Fund Account to the PicPay User Account in the PicPay System, on the date agreed for payment of the Purchase
Price. Notwithstanding the provisions above, if applicable, the Custodian and PicPay, in the capacity as Settlement Agent, may
agree on different procedures for payment of the Purchase Price, and such procedures shall be formalized in writing between the
Custodian and the Settlement Agent, as the case may be, by means of an amendment to these General Conditions of Assignment.


 


3.1.2.1.
The Settlement Agent shall transfer the Purchase Price to the Assignors on the payment dates
agreed between the Fund and the Assignors, represented by PicPay.


 


3.1.3.
The offering by the Assignors, represented by PicPay, through the identification and selection
of Credit Rights in the PicPay System for assignment to the Fund under the terms of Section 3.1.1 above, contained in the respective
Remittance File by the respective Assignor, as represented by PicPay, shall characterize the offer of assignment of Credit Rights
to the Fund.


 





3.2.
For the assignment of Credit Rights, the Fund shall pay the purchase price to be agreed
with the Assignor, which shall observe the moving average of the last ninety (90) Acquisition Dates, it being understood that
such acquisition price cannot be less than one hundred and fifteen percent (115%) of the variation of the DI average over extra
group rates – one-day Interbank deposits, calculated and disclosed daily by B3, in the Daily Newsletter, available on its
website (http://www.cetip.com.br) based on three hundred and sixty-five (365) base days, expressed as a percentage per
year (“DI Rate” and “Purchase Price”, respectively).


 






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4. SECTION
FOUR - PREPAYMENT


 


4.1.
The Administrator is authorized to accept the prepayment, by the Debtor, of the Assigned
Credit Rights to the Fund, under the terms and conditions set out below (“Prepayment”).


 


4.1.1.
The electronic file filled out in the form of the Exhibit II to
these General Conditions of Assignment, according to the instructions therein, indicating (i) the
Assigned Credit Rights that shall be the subject of Prepayment by the Debtor; (ii) the
gross amount of the Assigned Credit Rights that shall be the subject of Prepayment by the Debtor; (iii) the
net amount of Assigned Credit Rights that will be the subject of Prepayment by the Debtor; (iv) the
date on which the Prepayment shall occur; and (v) the term of the Assigned Credit
Rights that shall be the subject of Prepayment by the Debtor (“Prepayment File”), shall
be sent by email by the Debtor to the Custodian, for validation by the Custodian and payment of the Prepayment Amount (as defined
below) by the Debtor, subject to the following terms and procedures, which shall be carried out sequentially (“Prepayment
Processing”):


 


(i) by
three p.m. (3 p.m.) on the Business Day on which it wishes to proceed with the Prepayment, the Debtor shall forward the Prepayment
Files to the Custodian, listing the Assigned Credit Rights that the Debtor wishes to be the subject of Prepayment;


 


(ii)
by four p.m. (4 p.m.) of the Business Day referred to in item (i) above, the Custodian shall:
(1) inform the Debtor if the Administrator accepts the Prepayment of the Assigned
Credit Rights contained in the Prepayment File; and (2) forward to the Debtor
via electronic correspondence sent from any Authorized Custodian Email, the electronic file that identifies the Assigned Credit
Rights accepted as the subject of Prepayment by the Debtor, completed in the form of Exhibit II to
these General Conditions of Assignment, according to the instructions (“Prepayment Reply File”);


 


(iii)
by five p.m. (5:00 p.m.) on the Business Day referred to in item (i) above, after receiving
the Prepayment Reply File and subject to the time limits provided for in the previous items, the Debtor shall transfer to the
Fund Account the Prepayment Amount (as defined below), the statement of which shall be immediately sensitized in each of the assigned
Credit Rights that are the subject of Prepayment by the Debtor. In view of the verification of such deposit, the Custodian shall
write off the Assigned Credit Rights that are the subject of Prepayment; and


 


(iv)
on the Business Day following the procedure in item (iii) above, PicPay shall send to the
Custodian, with a copy to the Administrator, a Conciliation File with individual details of all Assigned Credit Rights that are
the subject of Prepayment by the Debtor.


 


4.1.2.
The sending of the Prepayment File pursuant to Section 4.1.1 above shall characterize the
irrevocable and irreversible Prepayment offer by the Debtor, but it shall not bind the Fund to accept the offer, provided that
the Administrator may order the Custodian to reject the offer, wholly or in part, subject to the terms set forth in Section 4.1.1
above.


 


4.1.3.
If the Prepayment Processing is not completed within the time limit indicated in Section
4.1.1, item (iii) above, and/or if the Debtor does not pay the Prepayment Amount, as applicable, the Prepayment File(s) forwarded
by the Debtor shall be considered canceled and the Prepayment offering shall be revoked.


 






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4.2.
The Prepayment amount shall be calculated in accordance with the formula below, corresponding
to the sum of the amounts of each Assigned Credit Right that shall be the subject of Prepayment, brought to present value by the
discount factor (“Prepayment Amount”):


 


[formula]


 


where:


 


“VlrCred”:
Face value of Assigned Credit Rights on the maturity date;


 


“DI”:
Average Pre-DI Rate valid at the close of the day prior to the respective assignment date, disclosed in percentage form per year
by B3, on the basis of three hundred and sixty-five (365) days;


 


“DI
%”: one hundred and five percent (105%);


 


“dc”:
number of calendar days until expiry of the Assigned Credit Rights subject to Prepayment; and;


 


“n”:
number of Credit Rights that are the subject of Prepayment.


 


4.3.
Prepayment shall be allowed if the amount to be paid corresponds, at least, to the Prepayment
Amount provided above.


 


4.4.
If the Administrator observes, in the course of the Fund’s operation, that the frequency
and trend of Prepayment events are not in accordance with the Fund’s investment policy, market practices and/or regulatory
or statutory provisions, the Administrator may, at its sole discretion, discontinue the Prepayments, informing PicPay thereof.


 


4.5.
Notwithstanding the prerogative set forth in Section 4.4 above, PicPay shall always have
the possibility to make, at its sole discretion, the Credit Rights Prepayment if the amount to be paid by way of Prepayment corresponds
to the amount of the Credit Rights on their respective Maturity Date. For this purpose, it shall follow the same operational procedures
provided for in Sections 4.1.1, 4.1.2 and 4.1.3 above.


 


5. SECTION
FIVE - ASSIGNMENT TERMINATION


 


5.1.
Termination of Assignment of the Assigned Credit Rights. In case (i) of
non-existence due to poor formalization or defect of the respective Supporting Documents or Additional Documents, in the form
of article 295 of the Brazilian Civil Code, including any supervening inconsistency that is ascertained at any time in the data
and/or description of the Assigned Credit Rights in relation to the Supporting Documents; (ii) the
Custodian learns, after the acquisition of Credit Rights by the Fund, that one or more Assigned Credit Rights were not compliant
with the Assignment Conditions prior to their acquisition by the Fund; (iii) of
acquisition, by the Fund, of the Credit Right that may be claimed by a third party that is proven to hold a security, lien or
charge established on such Credit Right prior to its acquisition by the Fund; (iv) of
acquisition, by the Fund, of Credit Rights in noncompliance with the Eligibility Criteria or due to a false or incorrect statement
made by the Assignors; and/or (v) of cancellation of the Payment Transaction by
the Assignor prior to payment of the Purchase Price by the Fund exclusively in the situations described in item (i) above, the
respective assignment of the Assigned Credit Right subject to any of the cases described above shall be terminated, in which case
the Assignors, as represented by PicPay, agree to pay the Assignment Termination Price (as defined below) in relation to the Assigned
Credit Right in question, provided that the aforementioned cases have been verified before the date of full payment of the respective
Assigned Credit Right to the Fund, in accordance with the terms and conditions described below.


 


5.1.1.
In the event of verification of one of the events described in Section 5.1 above (“Assignment
Termination”):


 


(i) if
the payment of the Purchase Price has already been made and no portion of the respective Assigned Credit Right, subject to the
Assignment Termination, has been paid to the Fund by the Debtor, the Assignors, represented by PicPay, shall make the payment
of the Assignment Termination Price related to the Credit Right Assigned in the form of Section 5.1.1.1 below;


 


(ii)
if payment of the Purchase Price has not been made, the Fund and the Assignor shall reflect
the Assignment Termination of the respective Assigned Credit Right on which one of the circumstances described in Section 5.1
above was verified, it being understood that the Fund shall write off the respective Credit Right Assigned from its portfolio
and the Assignor shall be released from payment of the Assignment Termination Price to the Fund as a result of the Assignment
Termination; or


 


(iii)
if the payment of the Purchase Price has already been made and the Debtor has already paid
part of the installments referring to the Assigned Credit Rights in installments that are the subject of Assignment Termination,
and if the outstanding installments remain due by the Debtor, the Fund shall reimburse the Debtor for the amount relating to the
installments of the Assigned Credit Right already paid, and the Assignor shall return the Purchase Price to the Fund.


 






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5.1.1.1.
From the moment that the Assignors, represented by PicPay, verify one of the circumstances
described in Section 5.1 above in relation to a given Assigned Credit Right(s), and up to one (1) Business Day after verification
of the event, the Assignors, represented by PicPay, shall send notice to the Administrator, with a copy to the Custodian, via
the File Exchange System, CNAB file, under the terms of Exhibit II to these
General Conditions of Assignment, according to the instructions (“Assignment Termination Notice File”),
stating: (i) the verification of the respective
Assignment Termination event; and (ii) as the case may be, the day on which the
payment of the Assignment Termination Price shall be made, which may not be after the date on which the Assignment Termination
Notice File is sent (“Termination Date”).


 


5.1.1.2.
On the same day as the Termination Date, the Custodian shall forward to PicPay, the representative
of the Assignors, a CNAB file filled out in the form of the Exhibit II to
these General Conditions of Assignment, according to the instructions (“Assignment Termination Response File”),
including all Assigned Credit Rights subject to the Assignment Termination, according to
the Assignment Termination Notice File(s) sent by the Assignors, represented by PicPay, pursuant to Section 5.1.1.1 above.


 


5.1.1.3.
Upon submission of the Assignment Termination Response File, the Fund, represented by the
Administrator, shall confirm for all purposes de facto and de jure that it is in accordance with the Assigned Credit
Rights Assignment Termination, under the terms indicated by PicPay.


 


5.1.1.4.
After receiving the Assignment Termination Response File from PicPay, in the capacity of
representative of the Assignors, under the terms of Section 5.1.1.2 and 5.1.1.3 above, the Assignors, represented by PicPay, shall
pay the Assignment Termination Price, it being understood that upon payment thereof, the Fund grants release relating to the Credit
Rights that are the subject of the Assignment Termination. After the procedures above, such Credit Rights shall be written off
from the Fund’s portfolio, and the respective Assignor shall become the holder of such Credit Rights that are the subject
of the Assignment Termination.


 


5.1.1.5.
For purposes of the previous Section, “Assignment Termination Price”
shall mean the price to be paid by the Assignors, represented by PicPay, to the Fund, which
shall be, if the Assignment Termination occurs after payment of the Purchase Price, equivalent to the Purchase Price of the respective
Assigned Credit Right.


 


5.1.2.
If the Purchase Price has been paid by the Fund to the Assignors, only upon payment of the
Assignment Termination Price by the Assignors, represented by PicPay, the Fund shall automatically, and without further action,
deem the assignment of the assigned of the respective Assigned Credit Right termination, and such Assigned Credit Right shall
be transferred and assigned to the Assignors, represented by PicPay, without recourse, representation or warranty, on the date
of such payment, jointly with all sums due or which become due in relation to such Assigned Credit Right as from the payment date,
as well as all related procedures. In the event of Assignment Termination without the Assignor having been paid the Purchase Price
by the Fund, the Fund shall deem the assignment of the respective Assigned Credit Right terminated, and such Credit Right shall
be transferred and assigned to the Assignor, in the manner described above, as from the date on which the respective Assignor,
represented by PicPay, and the Administrator become aware of the occurrence of one of the events described in Section 5.1 above.


 




    8


     


    

 


5.1.3.
The Fund may, at any time, upon notice to the Assignors, represented by PicPay, request
evidence/proof that the representations made within the scope of these General Conditions of Assignment and of each Electronic
Formalization of the Assignment, referring to certain Assigned Credit Rights, have been complied with and/or are true, provided
that the Assignors, represented by PicPay, shall forward such evidence/proof within up to three (3) Business Days as from the
date of the respective request.


 


5.2.
Upon verification of the event of non-existence due to poor formalization or defect of the
Assigned Credit Rights as provided for in Section 5.1 above after the date of full payment or settlement of the Assigned Credit
Rights to the Fund, the Parties hereby agree that: (i) the Assignors, represented
by PicPay, shall be responsible for the payment of any amounts that may be due to third parties (including the Issuers); (ii)
the Assignors, represented by PicPay, shall exempt the Fund, the Administrator and the Custodian
from any liabilities that may arise from such event; and (iii) the Fund shall
have no right against the Assignors due to the occurrence of such event, including any right of indemnification and/or penalty
against the Assignors.


 


6. SECTION
SIX - COLLECTION OF ASSIGNED CREDIT RIGHTS


 


6.1.
Ordinary Receipt of the Assigned Credit Rights. The clearance and settlement of the
Credit Rights shall be carried out as follows: (i) the Brands shall insert the
settlement order of the respective credit with CIP; (ii) CIP shall debit the amount
indicated by the Brands from the reserve account held by the respective Issuers with CIP, through SILOC process (Deferred Settlement
System for Interbank Credit Order Transfers); (iii) the total amount paid by the
Accrediting Companies shall be credited to a settlement account, opened with a settlement bank; (iv) the
settlement bank shall transfer these amounts to a account of free operation held by the Debtor; and (v) the
Debtor shall then make pay the Assigned Credit Rights by means of credit or other equivalent transfer mechanism of the respective
amount to the Fund Account on the date of the respective maturity of the Assigned Credit Right.


 


6.1.1.
The Debtor’s obligation to settle the Assigned Credit Rights, as established in Section
6.1, item (v) above, and subject to the terms and conditions of the Bylaws, is not conditional and does not depend on the occurrence
of the provision in Section 6.1, items (i) to (iv) above, so that the Debtor cannot rely on any possible non-occurrence of any
of the aforementioned events to be exempted from its obligations related to the Assigned Credit Rights to the Fund, wholly or
in part, according to the provisions of the Bylaws, of these General Conditions of Assignment and respective Electronic Assignment
Formalizations.


 


6.2.
In order to restate the Assigned Credit Rights daily, at the end of each Business Day, PicPay
shall send to the Custodian, with a copy to the Administrator, a Conciliation File reflecting all transactions made in the Fund’s
PicPay Account, on the respective Offering Date. If a differentiated procedure for payment of the Purchase Price is agreed between
the Custodian and PicPay, PicPay and the Custodian shall agree on adequate and sufficient operational procedures so that, at the
Custodian’s discretion, the latter is able to identify the payment of the Purchase Prices to the Assignors made through
PicPay, in the capacity as Settlement Agent.


 


6.3.
Collection of Defaulted Assigned Credit Rights. In the event of failure by the Debtor
to pay the Assigned Credit Rights in full, the Custodian shall comply with the following procedure for administrative collection
of the Defaulted Assigned Credit Rights:


 


(i) except
in the event of intervention, liquidation, bankruptcy, special administration or other events or similar insolvency regimes of
the Debtor, in which case the Custodian may immediately take the measures set forth in item (ii) below, within (and including)
one (1) Business Day as from the respective maturity date of the Assigned Credit Right, there shall be no administrative and/or
judicial collection efforts for the Defaulted Assigned Credit Right that is not paid by the Custodian; and


 




    9


     


    

 


(ii)
from (and including) the tenth (10th) Business Day following the respective maturity date
of the Defaulted Assigned Credit Rights, the Custodian shall take all measures it deems necessary, including, without limitation,
judicial and administrative measures, adequate to collect amounts due and not paid by the Debtor, including, without limitation,
(a) the foreclosure upon all guarantees of payment of the respective Defaulted
Assigned Credit Right, as the case may be; and (b) should this be the case, submission
of a request to the intervener designated by the Central Bank of Brazil (BACEN) for the amounts necessary for payment of the Defaulted
Assigned Credit Rights to be duly transferred to the Fund.


 


6.4.
Pursuant to article 38, section VII, of CVM Instruction 356/01, the Custodian shall be responsible
for collecting and receiving, on behalf of the Fund, the amounts relating to the Assigned Credit Rights on their respective maturity
dates.


 


7. SECTION
SEVEN - SEGREGATION OF THE CREDIT RIGHTS


 


7.1.
The Assigned Credit Rights, pursuant to the provisions set forth in these General Conditions
of Assignment and to the respective Electronic Assignment Formalization, shall belong to and be owned by the Fund as from the
date of the respective Electronic Assignment Formalization, pursuant to Section 3.1.1 above, and the Fund shall have the right
to collect and receive any Assigned Credit Rights, acting on its own account or by means of third parties.


 


8. SECTION
EIGHT - OPERATION OF THE ACQUISITION AND SETTLEMENT OF THE CREDIT RIGHTS


 


8.1.
Electronic Assignment Formalization. As a general rule, each assignment of Eligible
Credit Rights to the Fund shall be deemed formalized and regular after the Electronic Assignment Formalization, under the terms
of the PicPay Service Agreement and of the Electronic Assignment Formalization itself, which may be operationalized by the Settlement
Agent.


 


8.2.
The payment of the Purchase Price for Eligible Credit Rights shall be made by means of the
account held by the Fund with PicPay, under CNPJ/ME No. 32.527.650/0001-86 (“Fund’s PicPay Account”),
or the bank account held by the Fund with Brasil Plural S.A. Banco Múltiplo (125),
or any other checking account that may be opened and held by the Fund for this purpose (“Fund Bank Account”),
where the estimated amounts for acquisition of the Eligible Credit Rights shall be available
for the Term of Duration of the Fund. Payments of the following amounts shall also be made to the Fund’s Bank Account: (i)
the amounts referring to the payment of the Shares issued by the Fund from time to time;
(ii) the proceeds from the settlement of the Defaulted Assigned Credit Rights;
and (iii) funds originating from payments of Eligible Credit Rights.


 


8.3.
PicPay and the Administrator shall observe, pursuant to Section 3.1.1, item (i), of these
General Conditions of Assignment, the constant provisioning of funds in the Fund’s Account, related to the estimate of Credit
Rights that shall be offered to the Fund on the following Business Day.


 


9. SECTION
NINE - REPRESENTATIONS OF THE ASSIGNORS


 


9.1.
Representations of the Assignors. The Assignors, duly authorized in the form of their
articles of organization, individually, as the case may be, shall be civilly and criminally liable for the existence, legality,
legitimacy, veracity, origination, validity and correct formalization of the Assigned Credit Rights acquired by the Fund, under
the terms of these General Conditions of Assignment and each Electronic Assignment Formalization, and they shall further represent
and warrant to the Fund, the Custodian and the Administrator, individually, on the date of formalization of each Electronic Assignment
Formalization, that each Assignor:


 


(i) is
a legal entity or individual, as the case may be, validly registered, organized and incorporated and in operation in accordance
with the legislation of the Federative Republic of Brazil and applicable regulations in force;


 


(ii)
these General Conditions of Assignment, the assumption and fulfillment of the obligations
arising therefrom, in particular those relating to the assignment and transfer of Assigned Credit Rights, are not conditional
upon any authorization from its deliberative and executive bodies (shareholders’meeting, board of directors and executive
board), as well as upon any previous resolution of shareholders/members required under shareholders’/members’ agreements
that may be filed at its principal place of business, thus meeting all requirements of the law and of its articles of association/By-Laws
necessary for this purpose;


 




    10


     


    

 


(iii)
these General Conditions of Assignment, the assumption and fulfillment of the obligations
arising therefrom do not result, directly or indirectly, in non-compliance, wholly or in part, with (a) any
agreements, instruments or documents, of any nature, entered into prior to the Credit Rights Offering Date under the terms of
these General Conditions of Assignment, to which it is a party or by which it is bound, in any capacity, any of the corporeal,
incorporeal, intangible, tangible assets, movable or immovable property owned by it, in particular the Assigned Credit Rights;
(b) any legal or regulatory rule to which the Assignor, or any of the corporeal,
incorporeal, tangible, intangible assets, movable or immovable property owned by it; and (c) any
court or administrative order, decision, even if preliminary, which affects the Assignor, or any of the tangible, intangible assets,
movable or immovable property owned by it;


 


(iv)
the Credit Rights that, under these General Conditions of Assignment and each Electronic
Assignment Formalization, are assigned to the Fund, are their legitimate and exclusive property, existing, valid, effective, free
and clear of any liens, encumbrances or restrictions or impediments of any nature that could in any way, prevent the assignment
and full exercise, by the Fund, of the prerogatives arising from ownership of the Assigned Credit Rights acquired under the terms
of these General Conditions of Assignment and of each Electronic Assignment Formalization, including in relation to third parties,
not being subject to any other disposition, pledge, assignment or transfer, promise of disposition and/or encumbrance;


 


(v) only
the Credit Rights that cumulatively meet, on each date of the assignment of the Credit Rights, the Eligibility Criteria and the
Assignment Conditions shall be offered to the Fund;


 


(vi)
is not aware, on the date hereof, of personal or property civil, commercial, tax or labor
lawsuits filed against the Assignor in any court in Brazil or abroad and which involves or seeks the Assigned Credit Rights, in
a manner that could impede the assignment and full exercise, by the Fund, of the prerogatives arising from the ownership of the
Assigned Credit Rights acquired under the terms of these General Conditions of Assignment and of each Electronic Assignment Formalization;


 


(vii)
the assignment and transfer of Credit Rights, under the terms of these General Conditions
of Assignment and of each Electronic Assignment Formalization, do not establish, directly or indirectly, any consumption or commercial
relationship between the Assignor and the Fund or between the Assignor, the Custodian and/or the Administrator;


 


(viii)
the Assigned Credit Rights assigned under the terms of these General Conditions of Assignment
and of each Electronic Assignment Formalization have not been obtained through fraud or in any other way or under any other circumstance
that could adversely affect their existence, validity or receipt under the terms of Brazilian law;


 


(ix)
none of the assigned Credit Rights is, or will be, expressed in foreign currency; and


 


(x) it
is not under intervention and is not aware of any process that could lead to its judicial or extrajudicial insolvency, bankruptcy,
intervention or liquidation or similar proceeding.


 


9.1.1.
Maintenance of the Representations by the Assignor. The Assignor agrees to maintain
true all representations contained in Section 9.1 above during the term of these General Conditions of Assignment, which shall
be deemed reaffirmed on the dates of execution of each Electronic Assignment Formalization.


 


9.2.
Representations of the Administrator. The Administrator, duly authorized in the form
of the Bylaws, represents and warrants, on behalf of the Fund and, as the case may be, duly authorized in the form of its by-laws,
on its own behalf, that:


 





(i) the
Fund is a communion of funds validly incorporated in the form of a closed-end fund, pursuant to CMN Resolution 2.907/01, to CVM
Instruction 356/01 and to CVM Instruction 444/06;


 






    11


     


    

 


(ii)
these General Conditions of Assignment and the assumption and fulfillment of the obligations
arising therefrom, as well as the other legal instruments related to the assignment and acquisition of Credit Rights agreed hereunder,
are duly authorized by the Bylaws, and do not cause, directly or indirectly, non-compliance, wholly or in part, with (a)
any agreements, of any kind, entered into prior to the Credit Rights Offering Date under
these General Conditions of Assignment, to which the Fund and/or the Administrator is a party; (b) any
law or regulation to which the Fund and/or the Administrator, or any of the corporeal, incorporeal, tangible, intangible assets,
movable or immovable property owned by it; and (c) any court or administrative
order, decision, even if preliminary, which affects the Administrator;


 


(iii)
is technically and operationally qualified and authorized to provide the Fund’s management
services, having all systems necessary for full and satisfactory performance of its, under the terms of the Bylaws, of the other
documents related to the Fund and of the applicable legislation;


 


(iv)
the legal representatives of the Fund and of the Administrator who sign these General Conditions
of Assignment have regulatory and statutory powers to do so, as well as to assume, on behalf of the Administrator, or on account
and order of the Fund, the obligations arising from these General Conditions of Assignment; and


 


(v) is
not under intervention and is not aware of any proceeding that may lead to its judicial or extrajudicial insolvency, bankruptcy,
intervention or liquidation or similar proceeding.


 


9.2.1.
Maintenance of the Representations by the Administrator. The Administrator agrees
to maintain true all representations contained in Section 9.2 above during the term of these General Conditions of Assignment,
which shall be deemed reaffirmed on the dates of execution of each Electronic Assignment Formalization.


 


9.3.
Representations of the Custodian. The Administrator, also in the capacity as Custodian,
represents and warrants, as duly authorized in accordance with its by-laws, that:


 


(i) it
is a financial institution validly organized and in operation in accordance with the applicable laws and regulations and duly
qualified and authorized, under the terms of the applicable laws and regulations, to provide investment fund management services
or custody and controlling services to the Fund, as the case may be;


 


(ii)
these General Conditions of Assignment and the assumption and fulfillment of the obligations
arising therefrom, as well as under the other legal instruments related to the assignment and acquisition of Credit Rights agreed
hereunder, are duly authorized by the Bylaws, and do not cause, directly or indirectly, non-compliance, wholly or in part, with
(a) any agreements, of any nature, entered into prior to the Credit Rights Offering
Date under these General Conditions of Assignment, to which the Custodian is a party; (b) any
law or regulation to which the Fund and/or the Administrator, or any of the corporeal, incorporeal, tangible, intangible, assets,
movable or immovable property owned by it are subject; and (c) any court or administrative
order, decision, even if preliminarily, which affects the Custodian;


 


(iii)
its respective legal representatives who sign these General Conditions of Assignment have
the powers on the by-laws to assume, on their behalf, the obligations established therein;


 


(iv)
is technically and operationally qualified and authorized to provide custody and controlling
services to the Fund, having all systems necessary for full and satisfactory performance of its duties, under the terms of these
General Conditions of Assignment; and


 


(v) is
not under intervention and is not aware of any proceeding that could lead to its judicial or extrajudicial insolvency, bankruptcy,
intervention or liquidation or similar proceeding.


 




    12


     


    

 


9.3.1.
Maintenance of the Representations by the Custodian. The Custodian agrees to maintain
true all representations contained in Section 9.3 above during the term of these General Conditions of Assignment, which shall
be deemed reaffirmed on the dates of execution of each Electronic Assignment Formalization.


 


9.4.
Knowledge of the Terms and Conditions of the Bylaws. Each party represents, by these
General Conditions of Assignment, that it is aware of all terms of the Fund’s Bylaws.


 


9.5.
Representations of PicPay. PicPay, duly authorized in the form of its by-laws, represents
that it is compliant with the rules applicable to it, in all material respects, including, without limitation, BACEN Circular
No. 3.680, of November 4, 2013, which requires payment institution to identify the end user of the payment accounts, as well as
with the other rules and regulations applicable to PicPay with respect to the know your client/customer (KYC) processes required
from said end users.


 


10. SECTION
TEN - ADDITIONAL OBLIGATIONS OF THE ASSIGNORS


 


10.1.
Obligations of the Assignors. Without prejudice to the other obligations assumed
under these General Conditions of Assignment, the Assignors expressly agree, upon accession to the PicPay Service Agreement and
each assignment of Eligible Credit Rights to the Fund, to:


 


(i) take
all measures within its power to keep the statements contained in Section Nine above valid and effective, and to keep the Fund
and the Administrator informed, which communications may be made through PicPay, in the capacity as agent of the Assignor, as
provided in the PicPay Service Agreement, of any act or fact that may affect the validity of any of the aforementioned representations,
adopting the appropriate measures to cure or avoid the invalidity of any representation;


 


(ii)
carry out, in accordance with the fundamental accounting principles adopted in Brazil, the
respective accounting entries corresponding to the irrevocable and irreversible assignment of Credit Rights to the Fund; and


 


(iii)
immediately inform the Administrator, which communications may be made through PicPay, in
the capacity as agent of the Assignor, as provided in the PicPay Service Provision Agreement, about the occurrence of any noncompliance
with these General Conditions of Assignment.


 


10.1.1.
The obligations provided for in this Section for which no specific term has been established
shall be due within five (5) Business Days as from receipt, by the Assignor, of a communication sent through PicPay, in the capacity
as agent of the Assignor, by the Administrator or by the Fund, under the terms of Section Fourteen below, demanding compliance
with the respective obligation.


 


11. SECTION
ELEVEN - EFFECTIVENESS AND TERMINATION


 


11.1.
Effectiveness. These General Conditions of Assignment shall remain in force for the
duration of the Fund, with the exception of the provisions in this Section and in the Sections Twelve and Thirteen below, as well
as the events of early liquidation of the Fund provided for in the Bylaws.


 


11.2.
Termination. No termination these General Conditions of Assignment shall exempt the
Assignor from full and timely compliance with the obligations assumed under these General Conditions of Assignment in relation
to the Assigned Credit Rights assigned before the date of termination hereof, including the provision in Section 11.1 above, or
which become due as a result of termination of these General Conditions of Assignment, and it shall not adversely affect the Fund’s
right to demand, by all means established in said contractual instruments, compliance with such obligations.


 


12. SECTION
TWELVE - PENALTIES


 


12.1.
Failure by the Fund to comply with any of the payment obligations provided for in these
General Conditions of Assignment shall put, without prejudice to any notice, notification or judicial or extrajudicial warning,
the defaulting Party in default, subjecting it to the payment of the overdue amounts plus late payment interest at the rate of
one percent (1%) per month and monetary restatement based on the General Market Price Index (IGP-M) or, failing this, another
index that legally substitutes it, calculated on a pro rata temporis basis from the date on which the payment was due to
the date of full receipt thereof by the creditor Party.


 




    13


     


    

 


12.2.
No delays resulting from system failures shall be penalized, with respect to which, however,
the Parties shall endeavor to immediately correct such failures, it being understood that the Administrator and/or the Custodian
shall be subject to the penalties provided for in these General Conditions of Assignment if such failures are proven to persist
for more than five (5) Business Days as from the date of PicPay’s communication regarding the failure in question.


 


12.3.
The default by the Assignor and/or PicPay, due to intent or fault, of any of the obligations
to give, to do or not to do under the General Conditions of Assignment and of each Electronic Assignment Formalization, which
it has been notified to cure and fails to do so within the term established in these General Conditions of Assignment, or signed
in the respective notification and/or notice, which term shall not be under any circumstances, shorter than two (2) Business Days,
or, furthermore, the identification, by the Fund, that any representation made by the Assignor and/or PicPay, as the case may
be, is false, incorrect, wrong, inaccurate or incomplete, shall oblige the Assignor to compensate for the losses and damages incurred
by the Fund, the Administrator and/or the Custodian as a result of such default and/or falsity, incorrection, error, inaccuracy
or incompleteness of the representation.


 


12.4.
The Assignor shall be exempt from this penalty in case of defaults resulting from delays
by the Debtor and/or the system failures of the Administrator, the Custodian and/or PicPay. In these cases, the Party responsible
for the aforementioned delay and/or failure shall be liable to the Fund for any penalty and/or reimbursement that may exist.


 


13. SECTION
THIRTEEN - CONFIDENTIALITY


 


13.1.
The Assignors, as the case may be, represented by PicPay, the Fund, the Administrator and
other Parties mentioned herein, agree to grant confidential treatment and respect the confidentiality of the data and information,
whether oral or written, related to the operations, customers, database data and business of other Parties (including, without
limitation, all financial, operational, economic, technical and legal secrets and/or information), contracts, opinions and other
documents, as well as any copies or records thereof, contained in any hard copy and/or electronic medium to which said obliged
Party is granted access under these General Conditions of Assignment (“Confidential Information”), and
it is hereby established that (i) the Confidential Information may only be disclosed
to their members, managers, attorneys-in-fact, advisers, agents and employees, whether present or future, who need to be granted
access to the Confidential Information for compliance with the obligations set forth in these General Conditions of Assignment
(the “Representatives”); and (ii) the
disclosure to third parties, directly or indirectly, wholly or in part, individually or jointly, in Brazil or abroad, by any means,
of any Confidential Information shall be conditional upon the prior and express written authorization of the owner of the respective
Confidential Information (except as provided in Section 13.3 below).


 


13.2.
The Assignors, as the case may be, represented by PicPay, the Fund, the Administrator and
other Parties mentioned herein undertake not to use any of the Confidential Information to their own benefit or to the benefit
of any third party, and they are responsible for the breach of the obligations provided for in this Section by any of the Representatives.


 


13.3.
In the event that any of the Parties or any of their Representatives is required, by law,
judicial/administrative decision or by determination of any governmental authority, to disclose any Confidential Information,
such Party shall, without prejudice to timely compliance with the legal or administrative determination, except in cases where
it is prevented as a result of a given judicial/administrative order or rule, immediately communicate this obligation to the other
Parties, so that the Parties, if possible and in mutual cooperation, may take appropriate measures, including in court, to preserve
the Confidential Information. If the measures taken to preserve the Confidential Information are unsuccessful, only the portion
of the Confidential Information strictly necessary to satisfy the legal duty and/or compliance with a judicial/administrative
order or order of any competent authority for disclosure of the information shall be disclosed.


 




    14


     


    

 


13.4.
The following information is excluded from the confidentiality commitment provided for herein:
(i) information available to the public otherwise than by disclosure thereof by
any of the Parties or by any of their Representatives; (ii) information that it
was already known to one or all of the Parties or to any of their Representatives before said obliged Party or its Representatives
were granted access thereto under these General Conditions of Assignment; (iii) information
the disclosure of which is required by the applicable regulation, including, but not limited to, the regulation related to the
capital markets, applicable to any of the Parties, its affiliates, parent companies and subsidiaries, regarding the disclosure
of information to investors and the market, which disclosure shall be limited to the extent that such information is required
by the applicable regulation.


 


13.5.
The confidentiality duty provided for in this Section shall remain upon expiry of these
General Conditions of Assignment between a given Assignor and the Fund for a term of five (5) years, and non-compliance therewith
shall be subject to the provisions of these General Conditions of Assignment at any time during the term referred to above, including
after the expiry or termination of these General Conditions of Assignment.


 


14. SECTION
FOURTEEN - COMMUNICATIONS


 


14.1.
Communications. All documents, communications, consents, notices, requests and other
forms of communication related to these General Conditions of Assignment to the Fund, the Administrator and/or Custodian shall
be made in writing and shall be sent or delivered under the terms of these General Conditions of Assignment, and they shall sent
to the following addresses:


 


(a) if to
the Fund and/or the Administrator:


 


BRASIL
PLURAL S.A. BANCO MÚLTIPLO


 


Praia de
Botafogo, No 228, sala 907, Parte, Botafogo


 


Postal code
(CEP): 22250-906, Rio de Janeiro, RJ


 


Attn.: Mr.
Rodrigo Godoy


 


Email: structured-fundsint@genialinvestimentos.com.br
/ Rodrigo.Godoy@brasilplural.com


 


Phone: (11)
3206-8381


 


(b) if to
the Custodian:


 


BRASIL
PLURAL S.A. BANCO MÚLTIPLO


 


Praia de
Botafogo, No 228, sala 907, Parte, Botafogo


 


Postal code
(CEP): 22250-906, Rio de Janeiro, RJ


 


Attn.: Ms.
Cintia Sant Ana de Oliveira


 


Email: ol-custodiaterceiros@brasilplural.com/Cintia.Santana@brasilplural.com


 


Phone: (21)
3984 3227


 


(c) if to
PicPay:


 


PICPAY
SERVIÇOS S.A.


 


Av. Jerônimo
Monteiro, 1000 – Centro


 


Postal Code
29010-935 - Vitória - ES


 


Attn: Brenda
Luz


 


Email: brenda.luz@picpay.com
and juridico@picpay.com


 


Phone: (27)
4042-1740


 




    15


     


    

 


14.1.1.
All communications, letters or notices sent to the Fund under the terms of these General
Conditions of Assignment shall be issued with a copy to the Administrator with “Return Receipt” issued by the Brazilian
Mail and Telegraph Company (“AIR”), or by email with proof of receipt,
to the email indicated in Section 14.1 above, under penalty of not being deemed received by the Fund.


 


14.1.2.
The documents and communications, as well as the physical means containing documents or
communications, shall be deemed received upon delivery, by means of filing or through Return Receipt, at the above address, or
upon confirmation of receipt of transmission via e-mail or other means of electronic transmission. For purposes of this Section,
confirmation of receipt via facsimile or via e-mail shall be deemed valid even if issued by the Party that has transmitted the
message, provided that the receipt has been sent from the equipment used in the transmission and that such equipment contains
sufficient information to identify the issuer and the recipient of the communication, as well as the date on which it was sent.


 


14.1.3.
The change in any of the addresses above shall be communicated to the other Parties by the
Party the address of which has been changed.


 


14.1.4.
The Party that sends the communication, warning or notice, as set forth in this Section
Fourteen and sub-sections, shall not be responsible for failure by the other Party to receive it due to a change of address of
such receiving Parties that has not been communicated under the terms of Section 14.1.3 above.


 


14.1.5.
The communications, warnings or notices sent in the forms provided for in these General
Conditions of Assignment shall be deemed fully effective if delivered to an employee, agent or representative of either Party.


 


15. SECTION
FIFTEEN - FINAL PROVISIONS


 


15.1.
Representations. The Parties represent that their undersigned legal representatives
have all necessary powers and authorizations to sign these General Conditions of Assignment, as well as that the signature of
these General Conditions of Assignment does not violate any other document, court order and/or legal obligation to which the Parties
are subject.


 


15.2.
Instrument Enforceable Out of Court. The Assignor and the Fund acknowledge that these
General Conditions of Assignment, jointly with the PicPay Service Agreement, the respective Electronic Assignment Formalization,
are an instrument enforceable out of court for all purposes and effects of article 784, item III, of Law No. 13.105, of March
16, 2015, as amended (“Code of Civil Procedure”), and they hereby
acknowledge the liquidity and certainty of any pecuniary obligations provided for in these instruments that may be charged through
execution proceeding of a sum certain against a solvent debtor.


 


15.3.
Fund’s Obligations To Do and Not to Do. All provisions contained in these General
Conditions of Assignment that are an obligation to do or not to do to be complied with by the Fund shall be deemed, unless expressly
stated otherwise, as the exclusive responsibility of the Administrator. All provisions contained in these General Conditions of
Assignment that are characterized as an obligation to do or not to do to be complied with by the Assignor shall be deemed, unless
expressly stated otherwise, as the exclusive responsibility of the PicPay.


 


15.4.
Entire Agreement. These General Conditions of Assignment, together with the PicPay
Service Provision Agreement and the respective Assignment Formalizations, replace any previous oral or written agreement between
the Parties, and they shall be governed in accordance with the PicPay Service Agreement.


 


15.5.
Enforceability of the Obligations. Subject to the terms established in these General
Conditions of Assignment, and except as otherwise provided for in these General Conditions of Assignment, the obligations to do
and not to do set forth herein shall be enforceable within five (5) Business Days as from receipt, by the Parties, of the notice
that puts the respective Party in default, it being understood that the creditor Party may adopt the necessary legal measures
(i) for the specific remedy; or (ii) to
obtain the equivalent practical result, by means of the measures referred to in paragraph 1 of article 536 of the Code of Civil
Procedure.


 




    16


     


    

 


15.5.1.
The Parties hereby expressly acknowledge that the proof of receipt of the notice mentioned
in Section 15.5 above, accompanied by the supporting documents, shall be sufficient evidence for purposes of claiming specific
relief of the breached obligation,


 


15.6.
Conflict. In case of conflict between the provisions of these General Conditions
of Assignment and the terms of the Bylaws, as amended, the provisions of these General Conditions of Assignment shall prevail,
without any prejudice to the other terms of the Bylaws, which shall remain fully valid and effective.


 


15.7.
Amendments. Any inclusion of other sections, exclusions of or changes to those already
existing in these General Conditions of Assignment or the provisions of its Exhibits shall only be made by means of an amendment
duly signed by the Parties, which shall become an integral part of these General Conditions of Assignment, and therefore any and
all amendments to these General Conditions of Assignment shall only be valid and effective if made in writing.


 


15.8.
No Commercial Relationship. Except for the commercial and mandatory relations established
herein, these General Conditions of Assignment neither create nor establish any commercial and/or exclusivity relationship between
the Assignor, the Fund, and other institutions involved.


 


15.9.
Irrevocability and Irreversibility. Except as expressly provided for in these General
Conditions of Assignment, the Assignor and the Fund irrevocably and irreversibly execute these General Conditions of Assignment,
and they agree to duly, timely and fully comply therewith, on their account and on account of their successors, on any account.


 


15.10.
Exhibits. The exhibits to these General Conditions of Assignment (“Exhibits”)
are an integral and inseparable part hereof. In the event of inconsistency between the content
and/or construal of the General Conditions of Assignment and its Exhibits, the provisions of these General Conditions of Assignment
shall prevail, given the supplementary nature of the Exhibits. The Parties acknowledge the unicity and inseparability of the provisions
of these General Conditions of Assignment and of the Exhibits, which must be construed in a harmonious and systematic manner,
taking as a parameter the nature of the transaction executed between the Parties.


 


15.11.
Independence of the Provisions. If, as a result of any unappealable court order,
any provision or term of these General Conditions of Assignment is declared null, invalid, unenforceable or voidable, such nullity,
invalidity, unenforceability or voidability shall not adversely affect the effectiveness of the other sections of these General
Conditions of Assignment not affected by the declaration of nullity, invalidity, unenforceability or voidability.


 


15.12.
Forbearance. Forbearance and reciprocal concessions between the Parties shall be
occasional and transitory in nature and shall not, under any circumstances, constitute a waiver, compromise, redemption, loss,
modification, reduction or extension of any right, option, privilege, prerogative or power conferred on any of the Parties under
the terms of this Agreement, and whenever they occur, they shall expressly exclude the purpose of novating the obligations set
forth herein.


 


15.12.1.
Failure by the Parties to exercise any of the rights granted to them by these General Conditions
of Assignment and the laws shall not constitute a cause for amendment to or novation hereof and shall not prevent the exercise
of these rights in the future or in an identical subsequent event.


 


15.12.2.
Any exception existing in these General Conditions of Assignment that may be created in
the future, in relation to any provision or representative contained in these General Conditions of Assignment shall be strictly
limited to the Section, sub-section or item where such exception is expressly inserted and cannot be used to interpret or create
exceptions or exonerations with respect to other Section, sub-sections or items.


 




    17


     


    

 


15.13.
Waiver and Novation. The rights of each Party provided for in these General Conditions
of Assignment (i) are cumulative with other rights provided by law, unless they
are expressly excluded; and (ii) admit only written and specific waiver. Failure
by the Parties to exercise, wholly or in part, any right arising from these General Conditions of Assignment and the laws shall
not constitute a cause for amendment, nor shall it imply a novation of the obligation or waiver of the respective right by its
holder in the future or in future identical events.


 


15.14.
Illegality. If any term, provision and covenant contained in these General Conditions
of Assignment is deemed unenforceable, invalid or illegal for any reason, wholly or in part, the other terms and provisions shall
remain in full force and effect, as if these General Conditions of Assignment had been signed with the elimination of the unenforceable,
invalid or illegal provision, in such a way that such unenforceability, invalidity or illegality shall not otherwise affect the
enforceability, validity or legality of the remaining terms and provisions, provided that these General Conditions of Assignment,
thus modified, continue to express, without material changes, the original intentions of the Parties with respect to the subject
matter of these General Conditions of Assignment and provided that the elimination of the passage does not significantly affect
the respective benefits and expectations of the Parties.


 


15.15.
Events of Act of God and Force Majeure. Events of act of God and force majeure exclude
the liability of the Parties, under the terms of article 393 of the Brazilian Civil Code.


 


15.15.1.
The Party affected as a result of act of God or force majeure shall immediately notify the
other of the extent of the fact and the estimated term during which it shall be unable to comply or required to delay compliance
with its obligations under these General Conditions of Assignment.


 


15.15.2.
Once the effects of the act of God or force majeure have ceased, the affected Party shall
immediately notify the other Party for knowledge of this fact, restoring the original situation.


 


15.15.3.
If the occurrence of any Act of God or force majeure only partially prevents performance
of the obligations under these General Conditions of Assignment by one of the Parties, the affected party shall comply with the
obligations that have not been affected by the event of Act of God or force majeure.


 


15.16.
Taxes. The taxes that are due as a direct or indirect consequence of these General
Conditions of Assignment, or of their enforcement thereof, are a liability of the taxpayer, as defined in the tax legislation.


 


15.17.
Collection Costs. The collection costs incurred by the Fund upon collection of the
Eligible Credit Rights coming due shall be incurred as defined in the Bylaws.


 


15.18.
Assignment. Unless otherwise provided for in these General Conditions of Assignment,
the assignment to third parties, by any of the Parties, of the rights and obligations set forth therein is expressly prohibited,
with the exception of the assignment to legal entities belonging to the same economic group as the Administrator and/or the Custodian.


 


15.19.
Best Efforts of the Parties. Subject to the terms and conditions set forth in these
General Conditions of Assignment, PicPay, the Assignor, the Administrator and the Fund agree to use their best efforts in order
to adopt or ensure adoption of the measures or acts that may be necessary or convenient in accordance with the applicable laws
and regulations in order to comply with and observe the provisions of these General Conditions of Assignment.


 


15.20.
Resolution of Disputes The Parties shall use their best efforts so that any litigation,
dispute and/or divergence that may exist between the Parties and which result from commitments, rights and/or obligations under
these General Conditions of Assignment or under the instruments arising therefrom, are initially subject to understandings between
the Parties themselves.


 





15.21.
Registration. These General Conditions of Assignment shall be registered, within
twenty (20) days as from the date hereof, with the competent Registry of Deeds and Documents of the principal place of business
of the Administrator and PicPay. The respective amendments to and/or changes in these General Conditions of Assignment shall also
be registered, under the terms set out above.


 






    18


     


    

 


16. SECTION
SIXTEEN - JURISDICTION AND APPLICABLE LAW


 


16.1.
Jurisdiction. The Parties hereby elect the Courts of the City of São Paulo,
State of São Paulo, with the express exclusion of any other, however privileged it may be, as competent to resolve any
doubts and/or issues arising from these General Conditions of Assignment and/or Electronic Assignment Formalizations.


 


16.2.
Applicable Law. These General Conditions of Assignment shall be governed and construed
in accordance with the laws of the Federative Republic of Brazil.


 


Sao Paulo,
May 8, 2019.


 


(remainder
of the page intentionally left blank)


 


(Signature
page of the General Conditions for the Promise of Assignment and Acquisition of Credit Rights and Other Covenants signed between
Fundo de Investimento em Direitos Creditórios Não-Padronizados PicPay I, represented by its administrator, Brasil
Plural S.A. Banco Múltiplo, in the capacity as administrator and custodian, and PicPay Serviços S.A.)


 


FUNDO
DE INVESTIMENTO EM DIREITOS CREDITÓRIOS NÃO-PADRONIZADOS PICPAY I, represented
herein by its administrator, BRASIL PLURAL S.A. BANCO MÚLTIPLO


 


	/s/
    Rodrigo Godoy	 	/s/
    Vitor Delduque
	Name: 	Rodrigo Godoy	 	Name: 	Vitor Delduque
	Office: 	Officer	 	Office: 	Attorney-In-Fact


 


BRASIL
PLURAL S.A. BANCO MÚLTIPLO


 


	/s/
    Rodrigo Godoy	 	/s/
    Vitor Delduque
	Name: 	Rodrigo Godoy	 	Name: 	Vitor Delduque
	Office: 	Officer	 	Office: 	Attorney-In-Fact


 


PICPAY
SERVIÇOS S.A.


 


	/s/
    Anderson Andrade Chamon do Carmo	 	/s/
    Valerio Zarro
	Name: 	Anderson Andrade Chamon do Carmo	 	Name: 	Valerio Zarro
	Office: 	Officer	 	Office: 	Officer


 


Witnesses:


 


	/s/
    Yoseph Sng Lee Yoo	 	/s/
    Simone Gonçalves Camacho
	Name: 	Yoseph Sng Lee Yoo	 	Name: 	Simone Gonçalves Camacho
	Taxpayer
    Card (CPF/ME): Taxpayer Card (CPF): 430.805.828-70	 	Taxpayer
    Card (CPF/ME): 269.100.998-00
	Identity
    Card (RG): 45.116.063-0	 	 


 


(remainder
of the page intentionally left blank)


 




    19


     


    

 


EXHIBIT
I


 


DEFINITIONS


 


All terms
and expressions, starting with capital letters, in their singular or plural form, used in these General Conditions of Assignment
and its Exhibits and not defined therein have the meaning assigned to them in the Bylaws and in the definitions below:


 


	A.R.	 	means
    the “Return Receipt” issued by the Brazilian Mail and Telegraph Company.
	 	 	 
	Administrator	 	means
    BRASIL PLURAL S.A. BANCO MÚLTIPLO, an institution duly authorized by CVM, through Declaratory Act No. 13.778
    of July 16, 2014, for the provision of securities portfolio management services, enrolled with the CNPJ/ME under No. 45.246.410/0001-55,
    headquartered in the City and State of Rio de Janeiro, at Praia de Botafogo, No. 228, suite 907 - Part, Botafogo, postal code
    22250-906.
	 	 	 
	Acquirer
    of the Transaction	 	means
    the Accreditation Entity that captured the Payment Transaction.
	 	 	 
	Settlement
    Agent	 	means
    PicPay, in the capacity as settlement agent contracted by the Fund, under the terms of the Settlement Agent Agreement, in
    relation to the Credit Rights originating from Payment Transactions.
	 	 	 
	Exhibits	 	are
    the exhibits to these General Conditions of Assignment (“Exhibits”), which are an integral and inseparable part
    thereof.
	 	 	 
	Conciliation
    File	 	means
    the electronic file agreed between PicPay, in the capacity as Settlement Agent, and the Custodian of the Fund, with information
    necessary for the assignment of Credit Rights, containing data on transactions, the Assignors and the Credit Rights, as well
    as identifying assignments/transactions carried out on a specific Business Day in the Fund’s PicPay Account,
	 	 	 
	Remittance
    File	 	means
    the electronic file(s) prepared by PicPay, indicating the Credit Rights assigned to the Fund on a given day, identified by
    (i) Assignor; (ii) face value; (iii) Purchase Price; (iv) Purchase Price Payment Date; (v)
    identification of the transaction with the Transaction Purchaser (authorization code); and (vi) applicable maturity
    date based on the settlement term defined in the respective Payment Arrangement.
	 	 	 
	Assignment
    Termination Notice File	 	has
    the meaning set forth in Section 5.1.1.1 above.
	 	 	 
	Prepayment
    File	 	has
    the meaning set forth in Section 4.1.1 above.
	 	 	 
	Assignment
    Termination Response File	 	has
    the meaning set forth in Section 5.1.1.2 above.
	 	 	 
	Reply
    File	 	means
    the electronic file prepared by the Custodian, referring to Credit Rights, which identifies the Assigned Credit Rights and
    the Assigned Credit Rights that shall be the subject of the Assignment Termination, as well as the reason for the Assignment
    Termination, if applicable, which shall be completed under the terms these General Conditions of Assignment, identified by
    (i) Assignor; (ii) face value; (iii) Purchase Price; (iv) Purchase Price Payment Date; (v)
    identification of the transaction with the Transaction Purchaser (authorization code); and (vi) applicable maturity
    date based on the settlement term defined in the respective Payment Arrangement, as provided in the respective Remittance
    File.



 






    20


     


    

 


	Payment
    Arrangement	 	means
    the set of rules and procedures established by the respective Brand that governs the provision of a particular payment service
    to the public, such as the activities of issuing Payment Instruments and the accreditation of customers, End User and/or Sub-accredited
    Establishments, and which also defines the use of operational and safety standards associated with these activities, under
    the terms of the applicable legislation and regulations.
	 	 	 
	Prepayment
    Reply File	 	has
    the meaning set forth in Section 4.1.1, item (ii) above.
	 	 	 
	B3	 	is
    B3 S.A. – Brasil, Bolsa, Balcão
	 	 	 
	BACEN	 	is
    the Central Bank of Brazil
	 	 	 
	Brands	 	means
    the institutions responsible for Payment Arrangements (Payment Arrangement institutors) and, where applicable, for the use
    of the trademark associated with the Payment Arrangement, owners of the property rights and/or franchisors of their brands
    and logos that identify the Payment Instruments, which are responsible for regulating and inspecting the issuance of Payment
    Instruments, the accreditation of Clients and/or Sub-accredited Establishments, the use and operational and security standards,
    under the terms of the applicable laws and regulations.
	 	 	 
	Card	 	means
    the Payment Instrument presented in the form of a plastic or virtual card, with credit and/or debit functions, among others,
    issued by the Issuer and provided with a specific number, security code, name of the End User (holder of the Payment Instrument),
    expiration date and logo of the Brands, trademarks, names or logos admitted in the PicPay System, which instrument is used
    in Payment Transactions in that system.
	 	 	 
	Assignor	 	means
    End Users that, in the form of the PicPay Service Agreement, assign all or part of their respective Eligible Credit Rights
    to the Fund and, for that purpose, have performed and/or shall perform Electronic Formalization(s) of Assignment with the
    Fund, represented by PicPay, in the capacity as its representative, under the terms of the PicPay Service Agreement, and which
    have acceded to said PicPay Service Agreement, as well as the terms and conditions of these General Conditions of Assignment
    through the PicPay Service Agreement.
	 	 	 
	CIP	 	is
    the Interbank Payments Chamber.
	 	 	 
	Clients
        and / or

        Sub-accredited
        Establishments
	 	means
    individuals, legal entities and/or other persons, resident or domiciled in Brazil, as the case may be, provided that they
    are duly sub-accredited by PicPay through the know your client/customer (KYC) process, carried out by PicPay,
    in compliance with the regulations issued by BACEN and which have acceded and agreed to the PicPay Service Agreement. In the
    PicPay System, Customers and/or Sub-Accredited Establishments are characterized as the “receiving users” of any
    Payment Transaction.
	 	 	 
	CMN	 	is
    the National Monetary Council.
	 	 	 
	CNPJ/ME	 	is
    the National Corporate Taxpayers’ Registry of the Ministry of Economy.
	 	 	 
	Brazilian
    Civil Code	 	means
    Law No. 10.406, of January 10, 2002, as amended, or any rule that may replace it in the future.



 






    21


     


    

 


	Code
    of Civil Procedure	 	means
    Law No. 13.105, of March 16, 2015, as amended, or any rule that may replace it in the future.
	 	 	 
	Assignment
    Conditions	 	mean
    the conditions of assignment set forth in Section 2.2 of the General Conditions of Assignment.
	 	 	 
	General
    Conditions of Assignment	 	means
    this instrument of “General Conditions for the Promise of Assignment and Acquisition of Credit Rights and Other Covenants”,
    as well as the respective amendments thereto, to be registered with the competent Registry of Deeds and Documents, the
    purpose of which is to establish the general conditions of the promise of assignment of Eligible Credit Rights by the Assignors
    to the Fund, and which shall be the subject of accession by the Assignors simultaneously with the accession to the PicPay
    Service Agreement.
	 	 	 
	Fund
    Bank Account	 	means
    the bank account held with Brasil Plural S.A. Banco Múltiplo (125), or any other checking account that may be opened
    and held by the Fund for this purpose, to which the following shall be credited: (i) the amounts referring to the payment
    of the Shares issued by the Fund from time to time; (ii) the proceeds from the settlement of the Defaulted Assigned
    Credit Rights; and (iii) proceeds from the payment of Eligible Credit Rights.
	 	 	 
	Fund
    Account	 	means
    a Fund Bank Account and/or the Fund’s PicPay Account.
	 	 	 
	Fund’s
    PicPay Account	 	means
    the payment account held under CNPJ/ME No. 32.527.650/0001-86, held by the Fund with PicPay within the scope of its closed
    Payment Arrangement, in which (i) by the Fund, the deposit of the Acquisition to be transferred to the Assignors for
    acquisition of the Eligible Credit Rights; and (ii) by the Debtor, the settlement of the Assigned Credit Rights.
	 	 	 
	User
    PicPay Account	 	means
    the payment account held by each Assignor, held with PicPay within the scope of its closed arrangement, to which the Assignor
    (i) shall make a contribution or credit funds by means of a Payment Transaction carried out in the PicPay System using
    a Payment Instrument (cash in); and/or (ii) shall receive the Purchase Price paid by the Fund for the Assigned
    Credit Rights.
	 	 	 
	Settlement
    Agent Agreement	 	means
    the “Credit Right and Other Covenants Settlement Agent Services Agreement”, between the Administrator,
    on behalf of the Fund and the Settlement Agent, with the Custodian as intervening party, to govern the provision, by the Settlement
    Agent, of the settlement and clearing services of the assigned Credit Rights.
	 	 	 
	PicPay
    Services Agreement	 	means
    the “Payment Service Agreement”, made available on the PicPay application, as amended and/or replaced from
    time to time, whereby End Users accede to the general terms and conditions for the provision of services provided by PicPay,
    as well as grant PicPay powers for it to formalize, in the name of the Assignors, the assignment of Eligible Credit Rights
    to the Fund.
	 	 	 
	Shares	 	means
    the Senior Shares and the Subordinated Shares, issued by the Fund.
	 	 	 
	Senior
    Shares	 	means
    the Senior Shares issued by the Fund, which have priority over the Subordinated Shares for purposes of amortization and redemption.
	 	 	 
	Subordinated
    Shares	 	means
    the subordinated Shares issued by the Fund, which are subordinated to the Senior Shares for purposes of amortization and redemption.
	 	 	 
	Accrediting
    Companies	 	means
    legal entities duly authorized by BACEN who, without managing a payment account: (i) enable recipients to accept Payment
    Instruments issued by payment institutions or by a financial institution (Issuer) participating in the same Payment Arrangement;
    and (ii) participate in the settlement of Payment Transactions in the capacity as creditor before the Issuer, in accordance
    with the rules of the Payment Arrangement.



 






    22


     


    

 


	Eligibility
    Criteria	 	means
    the eligibility criteria set out in Section 2.2 above.
	 	 	 
	Custodian	 	is
    BRASIL PLURAL S.A. BANCO MÚLTIPLO, an institution duly authorized by CVM, through Declaratory Act No. 13.778
    of July 16, 2014, to provide custody services, enrolled with the CNPJ/ME under No. 45.246.410/0001-55, with headquarters in
    the City and State of Rio de Janeiro, at Praia de Botafogo, No. 228, suite 907 - Part, Botafogo, Postal Code 22250-906.
	 	 	 
	CVM	 	is
    the Brazilian Securities Commission.
	 	 	 
	Termination
    Date	 	has
    the meaning set forth in Section 5.1.1.1 above.
	 	 	 
	Date
    of Acquisition	 	has
    the meaning set forth in Section 3.1.1, item (ii) above.
	 	 	 
	Offering
    Date	 	has
    the meaning set forth in Section 3.1.1 above.
	 	 	 
	Purchase
    Price Payment Date	 	means
    the date on which the Purchase Price for the Eligible Credit Rights is paid to the Assignor, defined at the time of each assignment,
    which amounts are transferred to the Assignor.
	 	 	 
	Debtor	 	is
    PicPay, due to the completion of Payment Transactions by End Users for contribution or credit of funds to the respective PicPay
    Accounts of the Users (cash in).
	 	 	 
	Business
    Day or Business Days	 	means
    any day except for Saturdays, Sundays or national holidays, in the State or in the City of São Paulo. Exclusively in
    cases where operations are settled at B3, those days on which the B3 does not operate shall not be deemed “Business
    Days”. Any date set forth in the Bylaws that is not a Business Day shall be automatically extended to the immediately
    subsequent Business Day, without any penalty.
	 	 	 
	Credit
    Rights	 	means
    the credit rights held from time to time by the End Users against PicPay, originating from Payment Transactions carried out
    in the PicPay System by End Users using Payment Instruments for contribution or credit to the respective Users’ PicPay
    Accounts (cash in), including, without limitation, for the purpose of transferring funds to Clients and/or Sub-accredited
    Establishments), for the purchase of goods, products or services from a Sub-accredited Client and/or Establishment and/or
    pay Collection Slips (as defined in the Bylaws), as applicable, after discounting the fees that constitute the remuneration
    of the Brands, Issuers and the Purchaser of the Transaction, as well as any other withdrawals provided for in the Rules of
    the Payment Arrangement or in the accreditation and accession agreement and/or in the PicPay Service Agreement, as applicable.
	 	 	 
	Assigned
    Credit Rights	 	means
    the Eligible Credit Rights assigned by the Assignors to the Fund in the form of and under these General Conditions of Assignment
    and the PicPay Services Agreement, subject to the Eligibility Criteria, the Assignment Conditions and the Investment Policy
    of the Fund.
	 	 	 
	Defaulted
    Assigned Credit Rights	 	means
    the Assigned Credit Rights, in relation to which the Debtor is in arrears, wholly or in part, in the fulfillment of its respective
    contractual obligations.



 






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	Eligible
    Credit Rights	 	means
    Credit Rights that meet, cumulatively, the Conditions of Assignment and the Eligibility Criterion. 
	 	 	 
	Additional
    Documents	 	means
    (i) electronic records, standardized by the PicPay System, completed by the End Users at the time of the Payment Transaction
    and/or software information processing, which connects to the PicPay System network, and which captures Payment Transactions,
    among other functions (log); and (ii) other documents, in addition to the Supporting Documents, which may be
    necessary in discussions about the existence, veracity, content and/or enforceability of the assigned Credit Rights, as the
    case may be.
	 	 	 
	Supporting
    Documents	 	means
    the supporting documents of the Credit Rights backing, whose origination process is the responsibility of the Assignors, and
    which comprise, jointly: (i) the PicPay Services Agreement and its respective amendments; (ii) the General Conditions
    of Assignment; (iii) the Remittance File and the Return File; (iv) the Conciliation Files generated daily at
    the end of each Business Day, containing the assignments made to the Fund on the respective Business Day (this being the form
    of validation of such Credit Rights); (v) the System Integrity Reports, from the moment they commence to be prepared,
    pursuant to the Bylaws; and (vii) the reports generated on electronic platforms managed by third parties based on the
    information provided by the Transaction Acquirers.
	 	 	 
	Authorized
    Custodian Emails	 	are
        the following electronic addresses (and/or any others notified by the Custodian to the other Parties at least two (2)
        Business Days in advance), which are authorized to express the Custodian’s manifestation of will and the assumption
        of obligations by the Custodian, under the terms of these General Conditions of Assignment:

        ol-custodiaterceiros@brasilplural.com
        / Cintia.Santana@brasilplural.com

	 	 	 
	Authorized
    Fund E-mails	 	are
        the following electronic addresses (and/or any others notified by the Fund to the other Parties at least two (2) Business
        Days in advance), which are authorized to express the Fund’s manifestation of will and the assumption of obligations
        by the Fund, under the terms of these General Conditions of Assignment:

        structured-fundsint@genialinvestimentos.com.br
        / Rodrigo.Godoy@brasilplural.com

	 	 	 
	Authorized
    PicPay Emails	 	are
        the following electronic addresses (and/or any others notified by PicPay, as the assignor’s agent, to the other
        Parties at least two (2) Business Days in advance), which are authorized to express PicPay’s manifestation of will,
        in the capacity as agent of the Assignors, and the assumption of obligations by PicPay, in the capacity as agent of the
        Assignors, under the terms of these General Conditions of Assignment:

        Brenda.luz@picpay.com
        / Pablo.gomes@picpay.com / Juridico@picpay.com / Valerio@picpay.com

	 	 	 
	Confirmation
    Email	 	has
    the meaning ascribed to it in Section 3.1.1, item (v) of the Agreement.
	 	 	 
	Reply
    Email	 	has
    the meaning ascribed to it in Section 3.1.1, item (viii) of the Agreement.
	 	 	 
	Issuers	 	means
    the Persons (financial institutions and/or payment institutions) duly authorized by BACEN and licensed by the Brands to issue
    electronic currency and/or Payment Instruments (including Cards), valid in Brazil, under the terms of the applicable CMN and
    BACEN legislation.



 






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	Electronic
    Assignment Formalization	 	are
    the records generated electronically by the PicPay System that identify the assignment of Assigned Credit Rights by the Assignors
    to the Fund, carried out in the form of these General Conditions of Assignment, from the date of the request for assignment
    of Eligible Credit Rights by the Assignors under the terms of these General Conditions of Assignment and PicPay Service Agreement,
    provided that the Electronic Formalization of the Assignment shall contain sufficient elements for identification of the Assigned
    Credit Rights, which are: (i) Acquirer of the Transaction; (ii) face value; (iii) Purchase Price; (iv)
    Purchase Price Payment Date; (v) identification of the transaction with the Transaction Purchaser (authorization
    code); and (vi) applicable due date based on the settlement period defined in the respective Payment Arrangement as
    provided in the respective Remittance File.
	 	 	 
	Fund	 	is
    FUNDO DE INVESTIMENTO EM DIREITOS CREDITÓRIOS NÃO-PADRONIZADOS PICPAY I, organized in the form of a closed-end
    fund, enrolled with the CNPJ/ME under number 32.527.650/0001-86, governed by its Bylaws, regulated by CMN Termination 2.907/01,
    by CVM Instruction 356/01, by CVM Instruction 444/06 and by the other legal and regulatory provisions applicable to it.
	 	 	 
	Confidential
    Information	 	is
    the information defined in Section 13.1 of these General Conditions of Assignment.
	 	 	 
	CVM
    Instruction 356/01	 	means
    CVM Instruction No. 356, of December 17, 2001, as amended, or any other that may replace it in the future
	 	 	 
	CVM
    Instruction 444/06	 	means
    CVM Instruction 444, of December 8, 2006, as amended, or any other that may replace it in the future.
	 	 	 
	Payment
    Instrument(s)	 	means
    any and all provisions, set(s) of procedures (including, without limitation, hard copies or electronic instrument(s) with
    postpaid payment functions, including Cards), which may be accepted in Payment Transactions in the PicPay System.
	 	 	 
	Party
    or Parties	 	are,
    individually or jointly, the Assignor and the Fund.
	 	 	 
	Person	 	means
    any individual or legal entity, company, association, joint venture, corporations, investment funds, organizations or entities
    without legal personality.
	 	 	 
	PicPay	 	is
    PICPAY SERVIÇOS S.A., a limited-liability company, enrolled with the CNPJ/ME under No. 22.896.431/0001-10, headquartered
    in the City of Vitória, State of Espírito Santo, at Av. Jerônimo Monteiro, 1000 - Centro, Postal Code
    29010-935.
	 	 	 
	Prepayment	 	has
    the meaning set forth in Section 4.1 above.
	 	 	 
	Assignment
    Termination Price	 	has
    the meaning provided for in Section 5.1.1.5 of these General Conditions of Assignment.
	 	 	 
	Purchase
    Price	 	with
    respect to the Credit Rights held by a given Assignor, the price to be paid by the Fund to such Assignor in the User’s
    PicPay Account as a result of the acquisition of the corresponding Credit Rights, as established in the Electronic Assignment
    Formalizations, to be agreed between the respective Assignor, represented by PicPay, as provided for in the PicPay Service
    Agreement, and the Fund at the time of each assignment, according to market criteria and parameters then in effect, taking
    into account, among other factors, the amount of the Eligible Credit Rights to be assigned to the Fund and the payment term
    of the Eligible Credit Rights to be assigned.



 






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	Offering
    Processing	 	has
    the meaning set forth in Section 3.1.1 above.
	 	 	 
	Prepayment
    Processing	 	has
    the meaning set forth in Section 4.1.1 above.
	 	 	 
	Bylaws	 	is
    the bylaws of the Fund, registered with the 1st Registry of Deeds and Documents of the City of Rio de Janeiro, State of Rio
    de Janeiro, as amended from time to time.
	 	 	 
	System
    Integrity Report	 	means
    the audit report through which the integrity of the Payment Transaction records in the PicPay System is attested, to be prepared
    annually, according to the procedures established in Exhibit IV to the Regulation.
	 	 	 
	Representatives	 	is
    the information defined in Section 13.1 of these General Conditions of Assignment.
	 	 	 
	Acquisition
    Reserve	 	means
    a reserve of the amount corresponding to PicPay’s estimate of the amount of funds necessary for the acquisition of Eligible
    Credit Rights that will be offered to the Fund on the Business Day subsequent to the Offering Date, under the terms established
    in these General Conditions of Assignment, for payment of the Price of Acquisition.
	 	 	 
	CMN
    Termination 2.907/01	 	means
    Termination No. 2.907, issued by CMN on November 29, 2001, as amended, or any other standard that may replace it.
	 	 	 
	Assignment
    Termination	 	has
    the meaning provided for in Section 5.1.1 of these General Conditions of Assignment.
	 	 	 
	PicPay
    System	 	means
    the group of people, technologies and procedures made available by PicPay, in the capacity as Sub-accreditor of Post-paid
    Payment Arrangements, necessary for the qualification of Clients and/or Sub-accredited Establishments, the contribution or
    credit of funds by End Users to the Users’ PicPay Accounts (cash in), the acceptance of Payment Instruments,
    capture, transmission, processing and settlement of Payment Transactions and the acceptance and operation of other products
    and services related to such activities.
	 	 	 
	Sub-accreditor	 	means
    the legal entity that (i) enables recipients to accept Payment Instruments issued by payment institutions or by a financial
    institution (Issuer) participating in the same Payment Arrangement; (ii) participates in the settlement of Payment
    Transactions in the capacity as creditor before the Creditor; and (iii) allows the contribution or deposit of resources
    by End Users in payment accounts opened with the Sub-accreditor (cash in).
	 	 	 
	Payment
    Transaction	 	means
    the payment transaction, by the End User, for the contribution or credit of funds to the Users’ PicPay Accounts (cash
    in) within the scope of the PicPay System, the transfer of funds or for the acquisition of goods, products and/or services
    with the respective Sub-accredited Establishment or any other purpose permitted under the PicPay Service Provision Agreement,
    using any Payment Instruments.
	 	 	 
	End
    User or End Users	 	means
    any Person who uses a Payment Instrument for the Brands to carry out a Payment Transaction, including, without limitation,
    for the contribution or credit of funds to the Users’ PicPay Accounts (cash in). In the PicPay System, End Users
    are characterized as the “paying users” of any Payment Transaction.
	 	 	 
	Prepayment
    Amount	 	has
    the meaning provided for in Section 4.2 of these General Conditions of Assignment.


 






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