Exhibit 4.14


 


NEITHER THIS NOTE
NOR THE OFFER NOR SALE OF THE SECURITIES REPRESENTED BY THIS NOTE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.


 


QPAGOS


 


AMENDED AND RESTATED PROMISSORY NOTE


DUE: JUNE 29, 2017


 


	$50,000	March 1, 2017 (the “Issuance Date”)



 


This
amended and restated promissory note (this “Note”) is hereby issued by
QPAGOS, a Nevada corporation (the “Company”), to DELINVEST COMMERCIAL LTD, with an address located at P.O. Box
3321, Drake Chambers, Roadtown, Tortola, BVI or its registered assigns (the “Holder” or “Holders”).
This Note amends, restates cancels, replaces and supersedes in its entirety that certain promissory
note previously issued to Holder on October 31st, 2016.


 


FOR
VALUE RECEIVED, the Company promises to pay to the order of the Holder or its registered assigns, the principal sum of Fifty
Thousand Dollars (US$ 50,000) (the “Principal”), on the earlier of: (i)
June 13, 2017 (the “Maturity Date”) or{ii) an Event of Default (as defined below), together with interest (computed
on the basis of a 365-day year) on the outstanding principal amount at the rate of fifteen percent (15%) per annum (the “Interest
Rate”) from the date hereof.


 


1.             Payment. All payments of principal of, and interest on, this Note are to be made in lawful money of the United States
of America.


 


2.             Interest. Interest on this Note shall commence accruing on the Issuance Date, shall accrue daily at the Interest
Rate on the amount of Principal amount from time to time then outstanding, be computed
on the basis of a 365-day year comprised of twelve (12) months.


 


3.             Prepayment. In the event the Company elects to repay the Holder in full prior to the Maturity Date, the Company may
repay the Principal Amount outstanding and all accrued and unpaid interest without the consent of the Holder.


 


4.             Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Note shall
be governed by, and construed in accordance with, the internal laws of the State of Nevada without regard to the choice of law
principles thereof. The Company consents to accept service of process by certified mail, return receipt requested in the event
of litigation. The Company further consents to accept service of process via recognized
international courier in the case that the Company is not able to accept service by the certified mail provided a receipt of delivery
is available,


 


5.             Facsimile
Signatures. This Note may be executed by facsimile signature which shall, for all purposes be deemed to be as legally valid
and binding upon the Company as an original signature.


 



     


     

    

 





6.             Event
of Default. An “Event of Default” shall exist if any of the following
conditions or events shall occur and be continuing:


 


(a)          The Company shall fail to pay in full the entire outstanding principal amount of this Note and all interest accrued hereon
when due;


 


(b)          The Company defaults in the performance of or compliance with its obligations under this Note, and such default has not
been cured for thirty (30) days after written notice of default is given to the Company;


 


(c)          The Company: (i) admits in writing its inability to pay, its debts as they become due; (ii)
files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement
or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium
or other similar law of any jurisdiction; (iii) makes an assignment for the benefit of its
creditors; (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with-respect
to it or with respect to any substantial part of its property; (v) is adjudicated as
insolvent or to be liquidated; or (vi) takes corporate action for the purpose of any of the
foregoing; or


 


(d)          A court or governmental authority of competent jurisdiction enters an order appointing,
without consent by the Company, a custodian, receiver, trustee or other officer with similar powers with-respect to it or with
respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization
or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction,
or ordering the dissolution, winding-up or liquidation of the Company, or any such petition shall be filed against such party and
such petition shall not be dismissed within six (6) months.


 


7.             Remedies Following An Event Of Default. Upon occurrence of an Event of Default, this Note and all accrued interest
to the date of such default shall, at the option of the Holder, immediately become due and payable without presentment, protest
or notice of any kind, all of which are waived by the Company.


 


8.         
   Vote To Issue, Or Change The Terms Of, Notes. The written consent of the Holder shall be required for any
change or amendment to any of the Note.


 


9.             Transfer. This Note may not be offered, sold, assigned or transferred by the Holder without the consent of the Company.


 


I 0.           Reissuance Of This Note


 


(a)          Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this
Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 10(c) representing the outstanding
principal.


 



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(b)         Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Note or Notes (in accordance with Section l0(c) and in principal amounts of
at least $10,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent
such portion of such outstanding Principal as ls designated by the Holder at the time of such surrender.


 


(c)          Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such
new Note: (i) shall be of like tenor with this
Note; (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a
new Note being issued pursuant to Section l0(b), the Principal designated by the Holder which, when added to the principal represented
by the other -new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this
Note immediately prior to such issuance of new Notes); (iii) shall have an issuance date, as indicated on the face of such new
Note, which is the same as the Issuance Date of this Note; (iv) shall have the same rights and conditions as this Note; and (v)
shall represent accrued and unpaid interest, if any, on the principal of this Note, from the Issuance Date.


 


11.           Payment of Collection, Enforcement and Other Costs. If:
(a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any
legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this
Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’
rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not
limited to, attorneys’ fees and disbursements.


 


12.           Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not
form part of, or affect the interpretation of, this Note.


 


13.           Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless
it is in writing and signed by an authorized representative of the waiving party.


 



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14.           Notices; Payments.




 


(a)          Notices. Whenever a notice is required to be given under this Note, unless otherwise provided herein, the notice
shall be given to the Holder’s address set forth above. Any notice, demand or request required or permitted to be given by the
Company or the Holder pursuant to the terms of this Note shall be in writing and shall be deemed delivered: (i) when delivered
personally or by verifiable facsimile transmission, unless such delivery is made on a day that is not a business day, in which
case such delivery will be deemed to be made on the next succeeding business day; (ii) on
the next business day after timely delivery to an overnight courier; and (iii)
on the business day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:


 





	COMPANY:	QPAGOS
		Paseo de la Rcforma 404 Pisa 15 PH

                                                         Col. Juarez, Del. Cuauhtemoc

                                                         Mexico, D.F. C.P. 06600

	 	
	with a copy to:	Gracin & Marlow, LLP
		405 Lexington Avenue, 26th Floor

                                                         New York, New York 10174

                                                         Attention: Leslie Marlow, Esq. 

	 	 Facsimile: (212) 208-4657
	 	
	HOLDER:	Delinvest Commercial LTD
		P.O. Box 3321

                                                         Drake Chambers,

	 	Roadtown, Tortola, BVI








 


(b)          Payments. Except as otherwise provided in this Note, whenever any payment of cash
is to be made by the Company to any person pursuant to this Note, such payment shall be made
in lawful money of the United States of America by a check drawn
on the account of the Company and sent via overnight courier service to such person at such address as previously provided to
the Company in writing; provided, that the Holder may elect to receive a payment of cash via wire transfer of immediately
available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions.
Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall
instead be due on the next succeeding day which is a business day.


 


15.          Cancellation. After all principal, interest and other amounts at any time owed on this Note have been paid in full,
this Note shall automatically be deemed cancelled, shall be surrendered to the Company for cancellation and shall not be reissued.


 


16.          Severability. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(S) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 



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IN WITNESS WHEREOF, the Company
has executed and’ delivered this Note as of the date and year first above written. 





 





	 	 	QPAGOS 
	 	 	 
	 	By:	/s/ Gaston Pereira
	 	 	Name: Gaston Pereira
	 	 	Title: Chief Executive Officer





 



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