Exhibit
4.13


 


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 19, 2017


 


	$50,000	February 19, 2017 (the
    “Issuance Date”)


 


This
amended and restated promissory note (this “Note”) is hereby issued by QPAGOS, a Nevada corporation (the “Company”),
to GIBBS INTERNATIONAL, INC., with an address located at 9855 Warren H. Abernathy Highway, Spartanburg, South Carolina 29301 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 20, 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.


 


l.              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.


 


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 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 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.


 


(c)         Issuance
of New Notes. Whenever the Company is required to issue anew 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 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:	Gibbs
        International, Inc.

        9855
        Warren H. Abernathy Highway

        Spartanburg,
        Soutl1 Carolina 29301

        Attention:
        Jimmy Gibbs




 


(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