Exhibit 10.26


 





 


	 	 

                         TERMS OF REFERENCE FOR DIRECT HIRING CD No 04/2021

                         "ATM AND POS SERVICE FOR FINANCIAL OPERATIONS

                         DERIVED FROM THE CRYPTOCURRENCY BITCOIN AT THE

                         NATIONAL LEVEL"

                          







 


CONTRACT
N’ 56/2021


 


We, José
Alejandro Zelaya Villalobo,  of legal age, public accountant, of this domicile, with my Single Document of ldentity number zero three
million seven hundred and forty-nine thousand two hundred-zero, acting in the name and representation of the MINISTERIO DE HACIENDA,
with Number of Identification Tax zero six hundred fourteen-zero ten mil one hundred and eleven-zero zero three-two, as Ministro, named
by Executive Agreement number two hundred and sixty-eight issued in the Presidential House on the twenty-ninth day of July of two thousand
and twenty, published in the Official Gazette number one hundred and fifty-four Lathe number four hundred and twenty-eight of the thirty
of July of two thousand twenty, who in this instrument or will call me THE CONTRACTOR, on the one hand, and on the other, Eric Lloyd
Gravengaard, of legal age, of American nationality, identifying me with my Passport number P FOUR NINE NINE TWO FIVE THREE THREE
FOUR ZERO, issued by the Department of State of the United States. United States of America the seventeenth of December de two thousand
twelve and with expiration date the sixteenth of December of two thousand twenty-two, person who speaks, reads, writes and understands
the Spanish language, acting as Executive Director  of the Company ATHENA BITCOIN INC.,  according to documentation forming
part of this instrument, a duly organized legal person existing under the laws of the United States of America, with domicile in the
city of Glendale, the State of California and the United States of America, incorporated in the State of Delaware, Secretary of State,
Division of Corporations as stated in certificate of incorporation of ATHENA BITCOIN, INC., whose purpose is established in the corresponding
instrument of constitution that is an integral part of this Contract; in this sense the joy of the faculties to grant acts such as the
present; who in this instrument will call me THE CONTRACTOR, and in the qualities expressed above WE MANIFEST:  That we
agreed to grant and in effect we grant from the process of Direct Contracting CD No. 09/2021, called "SUPPLY OF SERVICES FOR THE
DEVELOPMENT OF CHIVO WALLET", and this contract of in accordance with the Law on Acquisitions and Contracting of the Public Administration,
hereinafter referred to as LACAP, its Regulations hereinafter referred to as RELACAP, and the clauses that are detailed hereinto: I)
OBJECT OF THE CONTRACT: The Contractor undertakes to provide the SUPPLY OF SERVICES FOR THE DEVELOPMENT OF THE CHIVO WALLET APPLICATION,
from the planning, integration and start-up, in accordance with the Contracting Term. The following General Conditions should also be
considered:


 


 


 


 


 


 


 





 


 






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                                                                                                                                                                             No.

                                                                                                                                                                              
	

    Description
    
	
        1	The Contractor assumes all the services to auxilaries, is to say those that are inherent, necessary or habitual to fulfill the object of the contract.
	
   2
    
	The Contractor
    shall only use personal who is duly trained, experienced and
    qualified to provide the services.
	3	All the necessary technology should be provided so that the Ministerio de Hacienda uses or makes available the services for digital platform of Bitcoin as contemplated in the services described in the Terms of of the Contract
	
    4
    	The
Contractor must comply with the condition of
ownership of intellectual property as established in the Terms of the Contract.
	5	The Contractor provides a dedicated  team  for  the  integration and  development of the services.

                                                                                 

                                                                                The Ministerio de Hacienda through the contract administrator, may request weekly reviews, conciliation reviews of reports, and revision of activities and operations to discuss any specific problem that may arise with the services.

	
    6	
    Reports on the execution of the service must be provided to the Contract Administrator



 


II) CONTRACTUAL DOCUMENTS: They are an integral part of the contract the following
documents: request, reasoned resolution, addends (if any), claims (if any), Terms of the Contract, offer, adjudicative resolution, guarantee
of compliance with the contract and other documents that emanate from this contract, which are complementary amongst them and will be
interpreted jointly. III) SOURCE OF RESOURCES, PRICE AND METHOD OF PAYMENT:  The obligations arising from this instrument
shall be covered by the Budget Of the Nation, for which purpose it has been seen the corresponding budgetary allocation. The Contractor
undertakes to cancel to the Contractor the total amount of up to FOUR MILLION EIGHT HUNDRED AND FORTY-SIX THOUSAND 00/100 DOLLARS
OF THE UNITED STATES OF AMERICA (US$4,846,000.00), which includes the lmpuesto to the Transferencia of Movable Goods and the Provision
of Services, plus service fee of one per cent par ATMs, previous contract amendment managed by the Contract Administrator. The form of
payments for payments is set out in the relevant economic offer. Payments shall be made within sixty days after the receipt of the remain
applicable, or within thirty days for companies such as MYPES, provide for the presentation of the original receipt certificate signed
by the Contractor and the Contract Administrator or proof of delivery in the name of the Treasury. The payments detailed above are made
in the Financial Statement of the Ministry of Finance through deposit in the bank account provided by the Contractor for a Bank Account
which he submits to the Institutional Department of Treasury.


 


 


 






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The procedure for the recall
of the Remain must be completed within three days after having subscribed the act of reception.
IV) TERM AND VALIDITY: The place for  the execution
of the services setout in this instrument is for the period from August to December of two
thousand and twenty one. The term of this contract is from its date
of subscription until the month of December two thousand and one. V) WARRANTIES: To ensure compliance with
the obtained number of these contracts, the contractor shall award in favor of
the State and Government of the Treasury: Guarantee of Performance of the Contract, 
under Article Thirty-Five of the LACAP, which must be issued by banks and insurance companies authorized
by the Superintendence of the Financial System of El Salvador, in this case is established for an
amount equivalent to ten (10%) percent of the amount It shall have a period
of nine months from the date of subscription of this contract and shall be delivered
to the Departmento de Adquisiciones y Contrtaciones Instucionales of the Ministerio de Hacienda, within the fifteen days, after the date
of subscription of this instrument . VI) ADMINISTRATION OF THE CONTRACT:  The follow-up to the compliance of the  contractual
obligations will be in charge of the Administrator of Contract designated by the corresponding Agreement
that is an integral part of this contract and among other attributions
will have those established in the articles eighty-two Bis y one hunderd twenty six if the LACAP;
forty-two second and third subparagraphs and seventy-four,
seventy and five second subparagraph, seventy-seven, eighty-eighty-one of the RELACAP  and
the applicable to what is stated in the Manual of Procedures for the Ciclo de Gestion
of Acquisitions and Contracting of the lnstituciones of the Public Administration, in addition,
will issue the order of initiation The corresponding , the Evaluation of the  Performance
of the contractor and shall forward it to the Department of Procurement
and Contracting within eight working days after the end of the contractual contract. In the
event that the Administrator of Contract is substitute, regardless of the reason or there is
modification in the position, only the corresponding Executive Agreement will be modified, being
the responsibility of the head of the unit to solicit before the processing and remission of 
copy of the same to the Financial Direction and to the
Institutional Department of Acquisitions and Contracting, in addition to informing the contractor about the changes made. VII)
MINUTES OF RECEPTION: Corresponds to the Administrator of Contract in coordination
with the contractor,  the elaboration and signature of the minutes
of reception of accordance with the article eighty-two bis literal e) and f) of  LACAP, which should
at least contain what is in Article seventy seven of the RELACAP
 and shall be distributed in the  period of three working days
after subscribed, like this: To the contractor and to the Institutional Department of Procurement
and Contracting l. VIII) MODIFICATION:  By common agreement the present contract may
be modified or extended in its place and validity before the expiry of the term, in accordance with
provisions of articles eighty-three A and eighty-three
B of the LACAP; also, the amount of the contract maybe modified if it is necessary to introduce variations to the original established
amount. In this case it is necessary to modify or extend the amounts of the Warranty of compliance of the Contract; the corresponding
resolution shall be issued by the Holder and subsequently the Corresponding Resolution and subsequently the Title, signed by the Title
And the Contractor, which shall form part of this agreement.


 


 


 


 





 


 


 


 


 


 


 






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IX) EXTENSION: By common agreement, this contract may be extended in accordance with
the provisions of articles eighty three of the LACAP and seventy-five of the RELACAP, in such cases it must be modified or extend the
deadlines and amounts of the Guarantee of Compliance with Contract; for which the contracting institution will file the corresponding
resolution that will be signed by the Holder and subsequently the extension of the contract. X) ASSIGNMENT: Upon the express authorization
of the contractor, the contractor may not transfer or assign to any title, the rights and obligations arising from this contract. The
transfer or cessation carried out without the authorization referred to above will give rise to the expiry of the contract, proceeding
also to make effective the Guarantee of Control Policy. XI) SANCTIONS: In case of non-compliance or the contractor expressly submits
to the sanctions emanating from the LACAP either fine for late payment, disqualification, extinction, which will be imposed following
due process by the contractor, to whose competence is subject for the effects of its imposition. XII). GROUNDS FOR CONTRACTUAL TERMINATION:
This contract will be terminated for the following reasons: For the expiration by mutual agreement between the parties against t
antis or by revocaci6n. XIII) TERMINATION.  The Contracting Party may agree to the termination of the contractual obligations
at any time, provided that there is no cause of inaction attributable to the Contractor and that for reasons of public interest make
unnecessary or inconvenient the term of the contract, without any responsibility than to which corresponds to the execution of the portion
already supplied. XIV) CONFLICT RESOLUTION: In case of conflict,  both parties submit to the courts of to the city of San
Salvador, to whose courts they submit.


 


XV) INTERPRETATION OF THE CONTRACT:  The contracting party reserves the right to interpret
this contract, in accordance with the Constitution of the Republic, LACAP, RELACAP, and other applicable legislation, and the General
Principles of Administrative Law and in the manner that best suits the interests of the contractor, with in respect of the provision
which is the subject of this instrument, in such a case, may give written instructions which are appropriate in this regard. The committee
expressly accepts the provisions and undertakes to comply strictly with the instructions issued by the contracting party in this regard.
XVI) SOCIAL RESPONSIBILITY:  In the event that the General Directorate of Labour Inspection of the Ministry of Labour and Social
Security is found to be in breach by the offeror of the regulations prohibiting child labour and the protection of the person employed;
the corresponding procedure shall be initiated for the purpose of committing or not committing within the present purchasing order procedure,
or during the execution of the conduct which is disposed in Article 158 Romano V) literal b) of the LACAP, in relation to the invocation
of false facts to obtain the award of the contract. Failure to comply with the abovementioned shall be deemed to have been established
if, during the re-inspection procedure, it is determined that there was a remedy for having committed an infringement, or on the contrary
it is referred to the disciplinary procedure, and in the latter case it must have been to complete the procedure to know the final resolution.
XVII) LEGALFRAMEWORK:  The legal framework applicable to this direct contract, la Ley de Adquisiciones y Contrataciones de la
Administracion Publica y and its regulation, and in subsidiary form the laws of the Republic of El Salvador, applicable to this type
of proceeding. XVIII) NOTIFICATIONS AND COMMUNICATIONS: The contractor designates as a place
to receive notification the Departmento de Adquisiciones y Contrataciones lnstitucional of the Ministerio de Hacienda, Boulevard Los
Heroes numero mil doscientos treinta y  uno, San Salvador and the
hired party designates to the same effect, even for the imposition of sanctions, if any, the address designated in the of bidder
identification form. In the event of a change of place for the reception of notices from the contractor, the latter shall be due to the
contract to the Institutional Department of Procurement and Contracting. San Salvador, at twenty days of the month of August two thousand
and twenty one.


 


 





	 

                                              

                                             /s/ José Alejandro Zelaya Villalobo

                                             José Alejandro Zelaya Villalobo

                                             Ministro de Hacienda

                                             LA CONTRATANTE
	 

                                             

                                              
	 

                                              

                                             /s/ Eric Lloyd Gravengaard

                                             Eric Lloyd Gravengaard

                                             Director Ejecutivo y Representante Legal

                                             de la Sociedad ATHENA BITCOIN INC.

                                             LA CONSTRATISTA




 



 




 


 


 






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