Exhibit 4.12


 


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 JS NOTREQIBRED UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE
144 UNDER THE SECURITIES ACT.


 


QPAGOS


 


10% PROMISSORY NOTE 


DUE: March 1, 2017


 


	$50,000.00	October 31, 2016 (the “Issuance Date”)



 


FOR
VALUE RECEIVED, the undersigned, QPAGOS (the “Company”), a Nevada corporation, promises to pay to the order DELINVEST
COMMERCIAL LTD, with an address located at P.O. Box I 46, Trident Chambers, Roadtown, BVI or its
registered assigns (the “Holder” or “Holders”), the principal sum of Fifty Thousand Dollars (US$50,000)
(the “Principal”), on the earlier of: (i) March l,
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 ten percent (10%) per annum (the “Interest Rate”)
from the date hereof.


 


I. 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 wit11 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.


 


 10.           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 l0(c) representing the outstanding
principal.


 


(b)          Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the sun-ender hereof by the Holder at the
principal office of the Company, for a new Note or Notes (in accordance with Section 10(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 is designated by the Holder at the time of such surrender.


 



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(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 10(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 Reforma 404 Pisa LS PH

                                                         CoL Juarez, Del. Cuauhtcmoc

                                                         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:	 	Cobbolo Limited 
	 	 	 P.O. Box 146,
	 	 	 Trident Chambers
		 	Roadtown, Tortola, BVI
	 	 	Attention:



 








(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 on the date and year first above written.





 





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



 



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