Exhibit 10.27


 


 


 


ATHENA SERVICE ADDENDUM 1


 


This Service Addendum ("Service Addendum")
is hereby entered into by Athena Bitcoin Global, a Corporation organized and existing under the laws of Nevada, USA ("Company"
or "Athena"), and [Ministerio de Hacienda Entity] ("[Ministerio de Hacienda]"), and is effective as of [•] ("Service
Addendum Effective Date"). The Service Addendum adopts and incorporates by reference the terms and conditions of the Master Services
Agreement (the "MSA") entered into by [Athena) and [Ministerio de Haciendaa de Et Salvador], effective as of [MSA Effective
Date]. In this Service Addendum, Company Entity and Ministerio de Hacienda Entity are each referred to as a "Party" or collectively
as the "Parties". Capitalized terms used but not defined in this Service Addendum will have the meanings set forth in the MSA.


 


1. Defined
Terms. For purposes of this Service Addendum, the following terms will have the following meanings:


 


"Athena Platform" means the (i) customer-facing
user interface and (ii) all back-end functionality necessary to provide the Bitcoin Digital Platform services that are under the ownership
or control of Athena.


 


"Blockchain" means the technology that
stores data and operations as an account book where all records are linked and encrypted to protect the security and privacy of operations,
guaranteeing their immutability. Blockchain works like a decentralized database made up of computers that belong to a peer-to-peer network.


 


"Chivo Ecosystem" means the Services
set forth in Section 2.1 that are performed by Company for Ministerio de Hacienda.


 


"Chivo Website" means that certain website
developed by Company pursuant to this Service Addendum for accessing the Bitcoin Chivo Wallet.


 


"Databases" means the organized set
of Personal Data of Users, originated in the operation of the Bitcoin Digital Platform, which may be (i) the subject of any operation
or set of operations from the following: collection, storage, use, circulation, or deletion and (ii) subject to the terms of laws of El
Salvador and their regulatory decrees, including alt modifications, clarifications or replacements.


 


"Settlement Account" has the meaning set forth in Section
11.4 of this Service Addendum.


 


"USA Solution" means the Services set
forth in Section 2.2 that are performed by Company for Ministerio de Hacienda.


 


 


 


 






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2.  Description of
Services.


 


2.1 Phase 1:
Chivo Ecosystem. Company shall perform planning, development and integration Services related to the Bitcoin Digital Platform by
August 15, 20211 (the "Chivo Ecosystem") that will include the following features and functionality:


 


2.1.1 Integration with KYC / AML providers;


 


2.1.2. Integration with SMS.providers;..


 


2.1.3 Account recovery functions;


 


2.1.4 All features and functionality
of the Chivo Ecosystem shall be exclusively used by Chivo Users;


 


2.1.5 Wallet lock/unlock functionality;


 


2.1.6 Functionality to airdrop USD
30 in BTC to all El Salvador citizens that have successfully registered;


 


2.1.7 Instant exchange of BTC / USD;


 


2.1.8 Allow for sending USD and BTC to Chivo Users for free;


 


2.1.9 Allow Chivo Users to receive
USD and BTC from any Bitcoin Chivo Wallet for free;


 


2.1.10 Allow Chivo Users to receive BTC in their Bitcoin
Chivo Wallets;


 


2.1.11 Automatic BTC / USD conversion functionality;


 


2.1.12 Integration with custodial provider;


 


2.1.13 Integration with ATM;


 


2.1.14 integration with TDD / TDC on ramp2;


 


 


 


 


 





 






1
Note to Draft: Please confirm date.


2 Note to Draft: Please define "TDD / TDC on ramp".


 






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2.1.15 All Chivo Users to receive BTC using the Lightning
Network;


 


2.1.16 Provide for a web solution for the Bitcoin Digital
Platform;


 


2.1.17 Integration of a website payment
button to the Bitcoin Digital Platform; and


 


2.1.18 A Merchant Mode for the Bitcoin
Chivo Wallet held by a business, merchant or similar entity that provides the following functionality:


 


2.1.19 Support for certain Android
POS hardware as approved by Company; 2.1.19.1 Allow Users to print receipts;


 


2.1.19.2 Allow Users to receive BTC from any third-party
Bitcoin wallet;


 


2.1.19.3 Allow for withdrawals of BTC from Bitcoin Chivo Wallets;


 


2.1.19.4 Allow for BTC withdrawals to the Lightning
Network;


 


2.1.19.5 Allow for BTC withdrawals to third-party Bitcoin wallets; and


 


2.1.19.6 Receive BTC from any external third-party Bitcoin
wallets,


 


2.2Phase 2: USA-Based Activities. Company shall
perform planning, development and integration Services related to the Bitcoin Digital Platform by September 7, 20213 (the
"USA Solution") that will include the following features and functionality:


 


2.2.1 Installation of
ATMs at El Salvador Consulates in USA. Company shall provision and install ATMs at El Salvador consulates located throughout the USA
("Consulate ATMs"). Annex 1 to this Service Addendum contains the initial list of Consulate ATMs. The Parties may mutually agree
to add or amend the list of Consulate ATMs at any time during the Service Addendum Term. Users shall not be charged for any purchase of
Bitcoins sent to Bitcoin Chivo Wallets. Ministerio de Hacienda and Company will mutually agree upon a fee structure for all such transfers
under which Ministerio de Hacienda will be charged for each purchase.


 


 


 








 






3
Note to Draft: Please confirm date.


 






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2.2.2 Pricing and Liquidity
at Athena ATMs. For all Consulate ATMs and other ATMs operated by Athena at different locations indicated by the Ministerio de Hacienda.
Ministerio de Hacienda shall use commercially reasonable efforts to sell BTC to Company at a price determined by Ministerio de Hacienda
to provide Company with sufficient BTC to operate such ATMs. For all ATMs labelled as "Chivo ATMs", Users will receive an exchange
rate between USD — BTC for all transactions at such ATMs that is determined by Ministerio de Hacienda. Company shall pay Ministerio
de Hacienda for all of its purchases of BTC from Ministerio de Hacienda within 15 calendar days of such purchases by sending a wire transfer
of USD to an account designated by Ministerio de Hacienda, or by such other means to which the Parties may agree.


 


3. Additional Company Obligations.In addition
to the deliverables described above, Company represents, warrants and covenants to:


 


3.1Provide Ministerio de Hacienda
with the designs and source codes of the Chivo Website;


 


3.2Ensure that the Athena Platform meets minimum industry
standards in terms of functionality, security, efficiency and scalability;


 


3.3Provide functional and commercial support services
of the Athena Platform;


 


3.4Execute functional, security, integration
and load/stress tests of the Athena Platform and all other deliverables prior to delivery to Ministerio de Hacienda;


 


 3.5 Create an automatic mechanism for software version management of all deliverables;


 





 3.6 Create a backup and restoration process, which must be tested regularly by Company;




 


3.7 Allow for the segmentation
of responsibilities through User profiles;


 


3.8 Create audit logging functionality
on the Athena Platform;


 


3.9 Ensure the transfer of functional and operational knowledge of the Athena Platform to the personnel designated by Ministerio de Hacienda for this purpose;




 


3.10 Ensure compliance
with information security and software development controls established by Ministerio de Hacienda;


 


 


 


 






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3.11 Carry-out and submit
to Ministerio de Hacienda internal audit reports;


 


3.12 Ensure that Ministerio de Hacienda has access to all transactional information made by Users, as well as to the Databases;




 


3.13 Refrain
from making changes to the Athena Platform that are not authorized by Ministerio de Hacienda;


 


3.14 Use all data and information provided by Ministerio de Hacienda, including in the Databases, exclusively for the purposes indicated in this Service Addendum;




 


3.15 Establish a formal process
for information security and cybersecurity;


 


3.16 Assign personnel
for the contracted tasks in accordance with the profiles defined by the Parties for each position;


 


3.17 Follow all
recommendations and suggestions that Ministerio de Hacienda provides, immediately and in a timely manner, creating opportunities for improvement
to its processes and ensuring the proper execution of this Service Addendum;


 


3.18 Participate in all planning and control meetings of activities that Ministerio de Hacienda schedules in accordance this Service Addendum;




 


3.19 Comply with the purpose and scope of this Service Addendum;


 


3.20 Directly contract with all personnel who will develop applications for Company for  this Service Addendum;




 


3.21 Timely pay
all salaries, social benefits, and related payments to employees and contractors of Company that will be involved in developing or providing
the Services set forth in this Service Addendum in accordance with all current applicable labor regulations;


 


3.22Provide immediate notice to
Ministerio de Hacienda about the occurrence of any event or circumstance that alters the normal development and / or execution of this
Service Addendum;


 


3.23Ensure that during the execution of this Service
Addendum, the procedures necessary to ensure the quality of the service are complied with and guaranteed to Ministerio de Hacienda;


 


 


 


 






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3.24 Adopt all
appropriate and sufficient control measures in accordance with Applicable Law, aimed at preventing Ministerio de Hacienda's operation
of the Athena Platform from being used as an instrument for the concealment, management, investment or use in any form of money or other
assets derived from criminal activities or destined to its financing, or to give the appearance of legality to criminal activities or
to the transactions and funds associated with them; and


 


3.25Perform any other activity
that is required for the adequate and complete fulfillment of this Service Addendum.


 


4. Additional Ministerio de Hacienda Obligations.Ministerio de
Hacienda represents, warrants and covenants to:


 


4.1Provide a website under the Ministerio de Hacienda
subdomain for the deployment of the Chivo Website;


 


4.2Pay the Fees associated with this Service Addendum
in accordance with the terms of the MSA and Service Addendum;


 


4.3Provide the necessary information to Company for
the execution of this Service Addendum;


 


4.4Carry out periodic reviews of compliance with the
terms of this Service Addendum and promote the pertinent actions to ensure its timely execution;


 


4.5Inform Company of the minimum security measures
established by Ministerio de Hacienda for the execution of this Service Addendum;


 


4.6Address any concerns and provide reasonable support
to Company in solving problems and inconveniences;


 


4.7Define precisely and with the required speed all
functional issues that Company requires for execution of this Service Addendum (e.g., participating banks, SMS service provider, operator
users, call center company, etc.);


 


4.8Adopt all appropriate and sufficient control measures
in accordance with Applicable Law, aimed at preventing Ministerio de Hacienda's operation of the Bitcoin Digital Platform from being
used as an instrument for the concealment, management, investment or use in any form of money or other assets derived from criminal activities
or destined to its financing, or to give the appearance of legality to criminal activities or to the transactions and funds associated
with them; and


 


4.9Perform any other activity that is required for the
adequate and complete fulfillment of this Service Addendum.


 


 


 


 






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5. Services Fees


 


5.1Service Fees for Phase 1 (Chivo Ecosystem)
Company shall charge Ministerio de Hacienda a Service Fee of USD 2 million plus IVA on August 15, 2021 for the initial services
performed by Company for the Chivo Ecosystem Company shall charge Ministerio de Hacienda an additional Service Fee of USD 2 million
plus IVA on September 7, 2021. For the period beginning August 9, 2021 and ending December 31, 2021, Company shall charge Ministerio
de Hacienda a Service Fee of USD 124,000 plus IVA4 per month (the "Software Maintenance Fee") for software support and
improvements to the Chivo Ecosystem to maintain its uninterrupted 24/7 operation. Ministerio de Hacienda may, at its sole
discretion, elect to continue to pay the Software Maintenance Fee in 2022, on a month by month basis, for the continuation of such
software support and improvements services.


 


5.2Service Fees for Phase 2 (USA Solution) For each
Consulate ATM installed and operated, Company shall charge Ministerio de Hacienda a Monthly Fee of $1,750 For the period prior to December
31, 2021, Company shall charge Ministerio de Hacienda a Service Fee of 1.0% of all purchases made using ATMs that are part of Company's
USA Solution, plus all reasonable, documented expenses that have been agreed to by the Parties. For the period beginning January 1, 2022
and ending on December 31, 2022, Company shall charge Ministerio de Hacienda a Service Fee of 0.5% of all Bitcoin purchases made using
ATMs that are part of Company's USA Solution, plus all reasonable, documented expenses that have been agreed to by the Parties.


 


5.3Service Fees for Phase 3 (Chivo
Website) The Company shall not charge Ministerio de Hacienda any Service Fees or other charges for Services related to development of
Chivo Website, as described in Section  Error i No se encuentra el origen de la referencia.


 


5.4Early Termination Fees. If Ministerio de Hacienda
elects to terminate this Service Addendum prior to September
7, 2021 pursuant to Section 6.6 of the MSA, then Ministerio de Hacienda shall pay a one-time fee of USD 100,000 (plus any VAT) (the "No-Go
Fee") to Company. For the avoidance of doubt, Ministerio de Hacienda shall not be obligated to pay the No-Go Fee to Company if (i)
the MSA or this Service Addendum is terminated by Company pursuant to any clause in Section 6 of the MSA, or (ii) the MSA or this Service
Addendum is terminated by Ministerio de Hacienda pursuant to
any clause in Section 6 of the MSA except Section 6.6.


 


5.5 Payment Terms. Company shall issue invoices to Ministerio de Hacienda for all Service Fees and Ministerio de Hacienda shall pay all properly invoiced amounts due to Company within 30 days after Ministerio de Hacienda's receipt of such invoice, except for any amounts disputed by Ministerio de Hacienda in good faith. Without prejudice to any other right or remedy it may have, Ministerio de Hacienda may set off at any time any amount owing to it by Company against any amount payable by Ministerio de Hacienda to Company under this Service Addendum, including by setting off against the funds in Company's Settlement Account.


 


 


 





 






4 Note to Draft: Please define IVA (or confirm if this
should be VAT or some other tax-related acronym).


 






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 5.6 Fees for Additional Services. The Parties will discuss any Fees associated with any new integrations, additional evolutionary development or new functionality that are agreed by the Parties.




 


6.       Intellectual Property.


 


6.1 Assignment of Patrimonial Rights.
Company hereby assigns to Ministerio de Hacienda, Company's entire right, title, and interest in and to the rights of use,
exploitation, registration, and any other right that implies the provision and economic exploitation of the entire development of
the Chivo Website, including, but not limited to literary, artistic, musical, audiovisual works, software, software, characters,
inventions, utility models, industrial designs and distinctive signs (the "Assigned Patrimonial Rights").Company
acknowledges and agrees that Ministerio de Hacienda and its designees, may freely exercise the Assigned Patrimonial Rights in
any country in the world. The Assigned Patrimonial Rights may consist of works commissioned for development by contractors of the
Company for the Chivo Website. The Parties agree that the exercise of the Assigned Patrimonial Rights will not give rise to
additional payments in favor of Company or any third party by Ministerio de Hacienda.


 


 6.2 Advertising or Merchandising Products. Ministerio de Hacienda will have the exclusive right to create, license and use any type of advertising or merchandising products in relation to the Chivo Website. The economic rights derived from the sale, distribution or any type of economic exploitation are the exclusive property of Ministerio de Hacienda. Ministerio de Hacienda will have no obligation to pay Company in relation to the production, marketing or any other type of economic exploitation of the advertising products.




 


6.3 Custody and Management of
Databases. In the event that Company gains access to Ministerio de Hacienda Databases during the execution of this Service Addendum,
Company undertakes to guard them and use them exclusively for the execution of this Service Addendum. Company must encrypt the
information that it receives from Ministerio de Hacienda and ensure that such Databases remain encrypted, even for when used
internally by Company. Company will have perimeter security tools and tools that prevent data loss and information leakage.


 


6.3.1 Ministerio de Hacienda may at
any time request the results of audits performed by Company to corroborate the proper custody and use of the Databases delivered by Ministerio
de Hacienda.


 


6.3.2 Upon termination of this Service
Addendum, Company will return the Databases with the security and delivery conditions agreed with the contract supervisor and in accordance
with Ministerio de Hacienda policies. Likewise, Company must destroy all copies that it may have created and document such destruction
by endorsement and signature of a Company supervisor.


 


 


 


 






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 6.4 Protection of Personal Data. The Parties agree that they will comply with all applicable data protection laws, and other regulations that modify, clarify or supplement it from time to time.


 




 6.5 Ownership of Information. Company declares and accepts that all the data and information provided by Ministerio de Hacienda pursuant to this Service Addendum is the exclusive property of Ministerio de Hacienda. Such information may not be used by Company for any other purposes other than this Service Addendum, without prior written authorization of Ministerio de Hacienda.




 


6.6 Information Security and Cybersecurity. Company will be subject to the following obligations related to information security and cybersecurity:




 


6.6.1 Company will maintain suitable
security devices and tools to protect its networks and technological infrastructure.


 


6.6.2 Company will establish and maintain
an information security and cybersecurity program aligned with international best practices, which includes but is not limited to aspects
such as information security for physical, digital, virtual and cyberspace elements independent of their transit and location. Company
must deliver an annual certification to the Ministerio de Hacienda contract supervisor. This program should at a minimum include:


 


6.6.3 Formal training, at least once
a year, and permanent awareness-raising for officials who directly or indirectly carry out the development of the Service Addendum, on
issues related to information security, cybersecurity and physical security;


 


6.6.4 Protection in advance against
threats and or risks that may affect Ministerio de Hacienda information;


 


6.6.5 An incident management and response
process that allows identifying and documenting, among other items, the root cause of the incident, the effects and impacts caused, the
details about the response and closure plan, as well as maintaining digital evidence;


 


6.6.6 Processes, procedures and control
mechanisms for the protection and prevention of information leakage, considering its life cycle (generation, storage, distribution, use
and disposal); and


 


6.6.7 Procedures and adequate mechanisms
for managing access control to information.


 


6.6.8 Company must notify the Ministerio
de Hacienda contract supervisor of any changes in its information security and cybersecurity procedures, including physical security,
that affect the initially agreed security and service conditions, which must be approved by Ministerio de Hacienda.


 


 


 


 






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6.6.9 Company will delete all the information
provided by Ministerio de Hacienda through secure erasure tools or mechanisms, following the best practices of the industry in these processes,
when Ministerio de Hacienda requests such deletion or at the termination of this Service Addendum, recording the procedure in minutes
in which the mechanism used is specified, which must be delivered to the Ministerio de Hacienda contract supervisor.


 


6.6.10 For contracts that include any
type of cloud-hosted service, Company undertakes to comply with current regulations, standards and best practices defined in the industry,
as well as any policies established by Ministerio de Hacienda for this purpose which will be shared with the Company, which are an integral
part of this Service Addendum.


 


 7. Service Addendum Term. This Service Addendum will commence on the Service Addendum Effective Date and terminate on December 31, 2022, unless terminated earlier in accordance with Section 6 of the MSA ("the "Service Addendum Term").


 




 8. Permitted Service Providers. Pursuant to Section 2.6 of the MSA, Ministerio de Hacienda Entity hereby provides consent for the following Service Providers to perform Services for Company Entity in connection with this Service Addendum:




 


·        
[List of Service Providers]


 


 9. Relationship Management. The Ministerio de Hacienda RM Team assigned by Company for this Service Addendum consists of the following individuals:




 


1.1


 


 10. Representatives. Ministerio de Hacienda designates the following Representatives for this Service Addendum:




 


[•1


 


 11. Other Service Addendum-Specific Terms and Conditions.




 


11.1 Compliance
with Applicable Law. Company represents, warrants and covenants that it has obtained and is in compliance with all permits, licenses,
certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions, orders and Applicable Law necessary
to perform the Services pursuant to this Service Addendum. The provision of the Services by Company pursuant to this Service Addendum
(i) does not, and will not, in any way be in violation of any Applicable Law. The manner in which with the Services will be performed
by Company will obviate the need of Ministerio de Hacienda to enter into any license or obtain any regulatory consent.


 


 


 


 






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 11.2 Risk of Loss. The risk of loss of all funds in transit shall be on Company until all proceeds (whether in USD or BTC) have entered the account or accounts designated by Ministerio de Hacienda for each transaction on the Athena Platform. This includes all losses due to (i) a disruption of information flow and (H) a disruption of cash flow.




 


11.3 Bitcoin
Exchange Rates. Company represents, warrants and covenants to use its reasonable best efforts to (i) buy Bitcoins at the lowest available
market rates and (ii) sell Bitcoins at the highest available market rates for alt transactions performed using the Athena Platform.


 


11.4 Settlement
Account. Company will at all times maintain a depository account with Ministerio de Hacienda in the form of a Bitcoin Chivo Wallet for
the purposes of funds pursuant to this Service Addendum, for billing and payment of fees, charges and expenses due hereunder, and for
all other purposes described hereunder or determined to be appropriate by Ministerio de Hacienda (the "Settlement Account").
Ministerio de Hacienda may access the funds in the Settlement Account to offset against any liabilities of Company to Ministerio de Hacienda
under this Service Addendum.


 


11.5 Independence
and Autonomy. Company represents, warrants and covenants that it will have the technical, administrative, managerial and inherent autonomy
of its quality, and therefore, the expenses and risks demanded by the execution of this Service Addendum, the contracting of the suitable
workers necessary for the development of the same, the payment of salaries, social benefits, compensation of any kind and liquidation
of all benefits arising from the labor relations between the aforementioned workers and Company. Ministerio de Hacienda shall not be responsible
from paying these obligations or from any obligation derived from work accidents or professional diseases suffered by the Company's workers.
For the purposes set forth herein, Company represents, warrants and covenants to:


 


11.5.1 Carry out
at its own risk and expense, the selection process of the suitable personnel who will assist it in the execution of the contracted object;


 


11.5.2 Carry out
the process of induction, training, staffing and training of the personnel involved in the provision and execution of the contracted
object;


 


11.5.3 Promote the information security awareness of its
employees;


 


11.5.4 Sign a confidentiality agreement with its employees
and contractors;


 


 11.5.5 Require personnel not bound by a work contract, their affiliation and monthly contributions to health and pension systems established in the current regulations on the matter; and




 


 


 






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11.5.6 Comply with
the security measures adopted by Ministerio de Hacienda, forcing itself to present at the beginning of the contract a list with the names
and surnames of the officials that it designated for the fulfillment of the same, with their respective identification number, and must
inform in writing and immediately to Ministerio de Hacienda, withdrawals or replacements that occur during the execution of the same.


 


11.6 Company
Knowledge. For the purposes of this Service Addendum, Company represents, warrants and covenants to know the necessary and sufficient
information required to execute and fulfill the purpose of this Service Addendum. Consequently, Company may not request additional payments
under any circumstances, nor may it exonerate itself from any obligation contained in this Service Addendum, citing as a reason the lack
or inadequate information received or the wrong interpretation thereof. In the event that new requirements are requested by Ministerio
de Hacienda, they must be negotiated by the Parties and established in a new document modifying this Service Addendum.


 


11.7 Authenticity
of the Information. Company represents, warrants and covenants that the information delivered to Ministerio de Hacienda, either physically
or digitally, is real and authentic. Therefore, no responsibility can be discharged in the event of any type of claim or discussion about
the authenticity of the information contained therein, and will guarantee the ideal means for its delivery, complying with the information
security measures and the guidelines determined by Ministerio de Hacienda and applicable regulations.


 


 11.8 Anti-Fraud. Company will be solely and exclusively responsible for any damage, loss or damage derived from economic fraud caused to Ministerio de Hacienda, its workers, clients or third parties and that materializes during any phase of the Service Addendum. Company represents, warrants and covenants to implement, monitor and update the necessary controls in order to avoid the occurrence of fraud in accordance with the risk levels of the operation, guaranteeing due diligence and professional care.


 




11.9 Anti-Corruption
and Anti-Bribery. Company represents, warrants and covenants that it complies and will comply with the regulations that are applicable
to it regarding anti-corruption practices. Company represents, warrants and covenants not to give or offer bribes to officials of Ministerio
de Hacienda and its Entities, in connection with the execution, execution, termination and liquidation of this Service Addendum. Company
will give instructions to its officials, managers, partners and external advisers, demanding that they comply with the provisions of
this clause and the current regulations on anti-corruption.


 


11.10 Administration
System For The Prevention Of Money Laundering And Terrorism Financing ("SARLAFT"). Company represents, warrants and covenants
that it is not on any of the lists established at the national or international level for the control of money laundering and financing
of terrorism. Company also represents, warrants and covenants that its employees, shareholders, members of the board of directors or partners,
their legal representatives and their fiscal auditor are not on said lists and Company undertakes to update the information annually or
in a shorter time in case changes occur in the information provided to Ministerio de Hacienda. Company authorizes to: (i) reveal its personal
and business information, if required by a competent Government Authority in El Salvador such as the Attorney General's Office in the
terms provided for the disclosure of Confidential Information provided for in the MSA and this Service Addendum; and (ii) to be consulted
in databases.


 


 


 


 






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Company represents, warrants and covenants
that the resources used for the fulfillment of the obligations under the MSA and this Service Addendum do not come or will come from illicit
activities such as money laundering, their source crimes, terrorism and financing of terrorism or crimes against the constitutional order,
crimes against the public administration or that in any way violate the laws of the Ministerio de Hacienda of El Salvador, morals or good
customs. Company represents, warrants and covenants to implement measures to prevent their operations from being used without its knowledge
and consent as instruments for the concealment, management, investment or use in any form of money or other assets from criminal activities
or to give appearance of legality to these activities. Company authorizes them to be consulted in databases.


 


Ministerio de Hacienda
may unilaterally and immediately terminate this Service Addendum in the event that Company, its partners or shareholders, controllers
and or their administrators become: (i) bound by the competent Government Authorities to any type of investigation for crimes of terrorism,
money laundering, its source crimes, financing of terrorism or any crime against the constitutional order or crimes against the public
administration; (ii) included in lists for the control of money laundering and financing of terrorism administered by any national or
foreign authority, including but not limited to the list of the Office for the Control of Assets Abroad ("OFAC") issued by
the Office of the Treasury of the United States of North America, the list of the United Nations Organization and other public lists
related to the issue of money laundering and financing of terrorism; or (iii) investigated or convicted by the competent Government Authorities
in any type of judicial process related to the commission of crimes of the same or similar nature to those indicated in this clause.


 


11.11 Declaration of the
Origin of Funds. Company represents, warrants and covenants that its assets and the economic sources that allow it to develop its
corporate purpose are not the result of illicit activities, such as drug trafficking, frontman, illicit enrichment, terrorism, money
laundering, trafficking of narcotics, kidnapping extortion and or human trafficking. Company represents, warrants and covenants that
it does not operate in countries considered tax havens, countries sanctioned by OFAC and non-cooperating countries and that the constitution
of the company is not under the bearer share scheme.


 


11.12 Continuity and Contingency
Plan. Company represents, warrants and covenants to have duly updated continuity and contingency plans to execute and deliver the
Services in this Service Addendum.


 


11.13 Applicability of
Best Practices. Company as a specialized, professional and expert company represents, warrants and covenants that it will use the
best practices established in the national and international standards that apply to the Service Addendum subject matter. Company represents,
warrants and covenants that its management systems are fully aligned and integrated with said standards and best practices. For technology
contracts, Company represents, warrants and covenants to use security standards and best practices, including without limitation the
OWASP (Open Web Application Security Project), OSSTM (Open Source Security Testing Methodology Manual) and other applicable standards
such as the NIST series.


 


SIGNATURE PAGE FOLLOWS


 


 


 


 






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By
signing below, each Party acknowledges that it has read, and agrees to, all the terms of this Service Addendum.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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Annex 1


List of Consulate ATMs


 


 


 


 


 






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ATHENA SERVICE ADDENDUM 2


 


This Service Addendum ("Service Addendum")
is hereby entered into by Athena Bitcoin Holdings of El Salvador, a [Company Type] organized and existing under the laws of El Salvador,
("Company Entity"), and [Ministerio de Hacienda Entity] ("[Ministerio de Hacienda Entity]"), and is effective as of
[•] ("Service Addendum Effective Date"). The Service Addendum adopts and incorporates by reference the terms and conditions
of the Master Services Agreement (the "MSA") entered into by Athena Bitcoin Global and [Ministerio de Haciendaa de El Salvador],
effective as of [MSA Effective Date]. In this Service Addendum, Company Entity and Ministerio de Hacienda Entity are each referred to
as a "Party" or collectively as the "Parties". Capitalized terms used but not defined in this Service Addendum will
have the meanings set forth in the MSA.


 


1.   Scope of Services.


 


This non-exclusive Service Addendum
covers the importation, setup, and distribution of POS terminals for the purposes of making available to businesses in El Salvador a working
and tested Chivo POS handheld terminal ("Chivo POS Terminals"). Each Chivo POS Terminal will be an Android device with a printer
of a type approved by the Ministerio de Hacienda for running the Bitcoin Chivo Wallet in Merchant Mode.


 


2.   Permitted Service Providers.


 


Pursuant to Section 2.6 of the MSA,
Ministerio de Hacienda Entity hereby provides consent for the following Service Providers to perform Services for Company Entity in connection
with this Service Addendum:


 


·        
[Credit Card processor]


 


·        
DocuSign


 


3.  
Work Schedule and Deliverables. The relevant milestones, completion dates, and terms associated with this Service Addendum are as follows:


 


	Line 

Item	Service	Completion 

Date
	1	Importation
    of 950 Chivo POS Terminals to El Salvador that are capable of running the Bitcoin Chivo Wallet in Merchant Mode, including printing of receipts; Setup of same including installation of Bitcoin Chivo Wallet	 


 


 


 






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	2	Distribution of Chivo POS Terminals to businesses in El Salvador including initial setup for the businesses and execution of POS Rental Agreement (in a form to be mutually agreed to by the Parties).	September 7
	3	Monthly collection of rents from businesses that have received Chivo POS Terminals.	 


 


The relevant deliverables associated with this Service Addendum are
as follows:


 


	Line 

Item	Description of Deliverable	Delivery Date	Delivery 

Location
	1	Training materials for Chivo POS Terminals.	 	 
	2	
    Standardized
    POS Rental Agreement for businesses to sign that includes initial set-up fees and monthly charges.
	 	 
	3	 	 	 


 


4.   Fees. The Service Fees associated with
the Services set forth in this Service Addendum are as follows:


 


	Item	Fees Structure	Responsible Party
	Service 1	$400 per POS Terminal	Ministerio de Hacienda
	Service 2	[Fee schedule for setup]	
    Business that has received Chivo POS Terminals

	Service 3	All
    monthly rents to be collected are to be remitted to the Ministerio de Hacienda less any processing fees imposed by Service
Providers	Company
	Total:	 


 


		5.	Service Addendum Term. This Service Addendum will terminate on the last Completion Date for the Services
identified above, unless terminated earlier in accordance with Section 6 of the MSA.



 


		6.	Intellectual Property.



 


 


 


 






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6.1Assignment of Patrimonial Rights. Company
hereby assigns to Ministerio de Hacienda, Company's entire right, title, and interest in and to the rights of use, exploitation, registration,
and any other right that implies the provision and economic exploitation of the entire development of the Chivo Website, including, but
not limited to literary, artistic, musical, audiovisual works, software, software, characters, inventions, utility models, industrial
designs and distinctive signs (the "Assigned Patrimonial Rights"). Company acknowledges and agrees that Ministerio de Hacienda
and its designees, may freely exercise the Assigned Patrimonial Rights in any country in the world. The Assigned Patrimonial Rights may
consist of works commissioned for development by contractors of the Company for the Chivo Website. The Parties agree that the exercise
of the Assigned Patrimonial Rights will not give rise to additional payments in favor of Company or any third party by Ministerio de
Hacienda.


 


6.2Advertising or Merchandising Products. Ministerio
de Hacienda will have the exclusive right to create, license and use any type of advertising or merchandising products in relation to
the Chivo Website. The economic rights derived from the sale, distribution or any type of economic exploitation are the exclusive property
of Ministerio de Hacienda. Ministerio de Hacienda will have no obligation to pay Company in relation to the production, marketing or
any other type of economic exploitation of the advertising products.


 


6.3Custody and Management of Databases. In
the event that Company gains access to Ministerio de Hacienda Databases during the execution of this Service Addendum, Company
undertakes to guard them and use them exclusively for the execution of this Service Addendum. Company must encrypt the information
that it receives from Ministerio de Hacienda and ensure that such Databases remain encrypted, even for when used internally by
Company. Company will have perimeter security tools and tools that prevent data loss and information leakage.


 


6.3.1 Ministerio de Hacienda
may at any time request the results of audits performed by Company to corroborate the proper custody and use of the Databases delivered
by Ministerio de Hacienda.


 


6.3.2 Upon termination of this
Service Addendum, Company will return the Databases with the security and delivery conditions agreed with the contract supervisor and
in accordance with Ministerio de Hacienda policies. Likewise, Company must destroy all copies that it may have created and document such
destruction by endorsement and signature of a Company supervisor.


 


6.4Protection of Personal Data. The Parties agree
that they will comply with all applicable data protection laws, and other regulations that modify, clarify or supplement it from time
to time.


 


6.5Ownership of Information. Company declares
and accepts that all the data and information provided by Ministerio de Hacienda pursuant to this Service Addendum is the exclusive property
of Ministerio de Hacienda. Such information may not be used by Company for any other purposes other than this Service Addendum, without
prior written authorization of Ministerio de Hacienda.


 


 


 


 






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6.6Information Security and Cybersecurity. Company
will be subject to the following obligations related to information security and cybersecurity:


 


6.6.1 Company will maintain
suitable security devices and tools to protect its networks and technological infrastructure.


 


6.6.2 Company will establish
and maintain an information security and cybersecurity program aligned with international best practices, which includes but is not limited
to aspects such as information security for physical, digital, virtual and cyberspace elements independent of their transit and location.
Company must deliver an annual certification to the Ministerio de Hacienda contract supervisor. This program should at a minimum include:


 


6.6.2.1Formal training, at least once a year, and
permanent awareness- raising for officials who directly or indirectly carry out the development of the Service Addendum, on issues
related to information security, cybersecurity and physical security;


 


6.6.2.2Protection in advance against threats and or
risks that may affect Ministerio de Hacienda information;


 


6.6.2.3An incident management and response process that
allows identifying and documenting, among other items, the root cause of the incident, the effects and impacts caused, the details about
the response and closure plan, as well as maintaining digital evidence;


 


6.6.2.4 Processes, procedures
and control mechanisms for the protection and prevention of information leakage, considering its life cycle (generation, storage, distribution,
use and disposal); and


 


6.6.2.5       Procedures
and adequate mechanisms for managing access control to information.


 


6.6.3 Company must notify the
Ministerio de Hacienda contract supervisor of any changes in its information security and cybersecurity procedures, including physical
security, that affect the initially agreed security and service conditions, which must be approved by Ministerio de Hacienda.


 


6.6.4 Company will delete all
the information provided by Ministerio de Hacienda through secure erasure tools or mechanisms, following the best practices of the industry
in these processes, when Ministerio de Hacienda requests such deletion or at the termination of this Service Addendum, recording the procedure
in minutes in which the mechanism used is specified, which must be delivered to the Ministerio de Hacienda contract supervisor.


 


6.6.5 For contracts that include
any type of cloud-hosted service, Company undertakes to comply with current regulations, standards and best practices defined in the industry,
as well as any policies established by Ministerio de Hacienda for this purpose which will be shared with the Company, which are an integral
part of this Service Addendum.


 


 


 


 






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7.    Permitted Service
Providers. Pursuant to Section 2.6 of the MSA, Ministerio de Hacienda Entity hereby provides consent for the following Service Providers
to perform Services for Company Entity in connection with this Service Addendum:


 


·        
[List of Service Providers]


 


8.    Relationship Management. The Ministerio
de Hacienda RM Team assigned by Company for this Service Addendum consists of the following individuals:


 


· 
[ • ]


 


9.    Representatives.
Ministerio de Hacienda designates the following Representatives for this Service Addendum:


 


§  
[ • ]


 


10.   Other Service Addendum-Specific Terms and Conditions.


 


10.1       Compliance
with Applicable Law. Company represents, warrants and covenants that it has obtained and is in compliance with all permits, licenses,
certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions, orders and Applicable Law necessary
to perform the Services pursuant to this Service Addendum. The provision of the Services by Company pursuant to this Service Addendum
(i) does not, and will not, in any way be in violation of any Applicable Law. The manner in which with the Services will be performed
by Company will obviate the need of Ministerio de Hacienda to enter into any license or obtain any regulatory consent.


 


10.2Risk of Loss. The risk of loss of all
funds in transit shall be on Company until all proceeds (whether in USD or BTC) have entered the account or accounts designated by Ministerio
de Hacienda for each transaction on the Athena Platform. This includes all losses due to (i) a disruption of information flow and (ii)
a disruption of cash flow.


 


10.3Bitcoin Exchange Rates. Company represents,
warrants and covenants to use its reasonable best efforts to (1) buy Bitcoins at the lowest available market rates and (ii) sell Bitcoins
at the highest available market rates for all transactions performed using the Athena Platform.


 


10.4Settlement Account. Company will at all
times maintain a depository account with Ministerio de Hacienda in the form of a Bitcoin Chivo Wallet for the purposes of funds pursuant
to this Service Addendum, for bitting and payment of fees, charges and expenses due hereunder, and for all other purposes described hereunder
or determined to be appropriate by Ministerio de Hacienda (the "Settlement Account"). Ministerio de Hacienda may access the
funds in the Settlement Account to offset against any liabilities of Company to Ministerio de Hacienda under this Service Addendum.


 


 


 


 






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10.5Independence and Autonomy. Company represents,
warrants and covenants that it will have the technical, administrative, managerial and inherent autonomy of its quality, and therefore,
the expenses and risks demanded by the execution of this Service Addendum, the contracting of the suitable workers necessary for the
development of the same, the payment of salaries, social benefits, compensation of any kind and liquidation of all benefits arising from
the labor relations between the aforementioned workers and Company. Ministerio de Hacienda shall not be responsible from paying these
obligations or from any obligation derived from work accidents or professional diseases suffered by the Company's workers. For the purposes
set forth herein, Company represents, warrants and covenants to:


 


10.5.1 Carry out at its own
risk and expense, the selection process of the suitable personnel who will assist it in the execution of the contracted object;


 


10.5.2 Carry out the process
of induction, training, staffing and training of the personnel involved in the provision and execution of the contracted object;


 


10.5.3 Promote the information security awareness
of its employees:


 


10.5.4 Sign a confidentiality agreement with its employees
and contractors;


 


10.5.5 Require personnel not
bound by a work contract, their affiliation and monthly contributions to health and pension systems established in the current regulations
on the matter; and


 


10.5.6 Comply with the security
measures adopted by Ministerio de Hacienda, forcing itself to present at the beginning of the contract a list with the names and surnames
of the officials that it designated for the fulfillment of the same, with their respective identification number, and must inform in writing
and immediately to Ministerio de Hacienda, withdrawals or replacements that occur during the execution of the same.


 


10.6 Company Knowledge.
For the purposes of this Service Addendum, Company represents, warrants and covenants to know the necessary and sufficient information
required to execute and fulfill the purpose of this Service Addendum. Consequently, Company may not request additional payments under
any circumstances, nor may it exonerate itself from any obligation contained in this Service Addendum, citing as a reason the lack or
inadequate information received or the wrong interpretation thereof. In the event that new requirements are requested by Ministerio de
Hacienda, they must be negotiated by the Parties and established in a new document modifying this Service Addendum.


 


 


 


 






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10.7Authenticity of the Information.
Company represents, warrants and covenants that the information delivered to Ministerio de Hacienda, either physically or digitally,
is real and authentic. Therefore, no responsibility can be discharged in the event of any type of claim or discussion about the authenticity
of the information contained therein, and will guarantee the ideal means for its delivery, complying with the information security measures
and the guidelines determined by Ministerio de Hacienda and applicable regulations.


 


10.8Anti-Fraud. Company will be solely and exclusively
responsible for any damage, loss or damage derived from economic fraud caused to Ministerio de Hacienda, its workers, clients or third
parties and that materializes during any phase of the Service Addendum. Company represents, warrants and covenants to implement, monitor
and update the necessary controls in order to avoid the occurrence of fraud in accordance with the risk levels of the operation, guaranteeing
due diligence and professional care.


 


10.9 Anti-Corruption and
Anti-Bribery. Company represents, warrants and covenants that it complies and will comply with the regulations that are applicable
to it regarding anticorruption practices. Company represents, warrants and covenants not to give or offer bribes to officials of Ministerio
de Hacienda and its Entities, in connection with the execution, execution, termination and liquidation of this Service Addendum. Company
will give instructions to its officials, managers, partners and external advisers, demanding that they comply with the provisions of this
clause and the current regulations on anti-corruption.


 


10.10 Administration System
For The Prevention Of Money Laundering And Terrorism Financing "SARLAFT . Company represents, warrants and covenants that it
is not on any of the lists established at the national or international level for the control of money laundering and financing of terrorism.
Company also represents, warrants and covenants that its employees, shareholders, members of the board of directors or partners, their
legal representatives and their fiscal auditor are not on said lists and Company undertakes to update the information annually or in
a shorter time in case changes occur in the information provided to Ministerio de Hacienda. Company authorizes to: (i) reveal its personal
and business information, if required by a competent Government Authority in El Salvador such as the Attorney General's Office in the
terms provided for the disclosure of Confidential Information provided for in the MSA and this Service Addendum; and (ii) to be consulted
in databases.


 


Company represents, warrants and covenants that
the resources used for the fulfillment of the obligations under the MSA and this Service Addendum do not come or will come from illicit
activities such as money laundering, their source crimes, terrorism and financing of terrorism or crimes against the constitutional order,
crimes against the public administration or that in any way violate the laws of the Ministerio de Hacienda of El Salvador, morals or good
customs. Company represents, warrants and covenants to implement measures to prevent their operations from being used without its knowledge
and consent as instruments for the concealment, management, investment or use in any form of money or other assets from criminal activities
or to give appearance of legality to these activities. Company authorizes them to be consulted in databases.


 


Ministerio de Hacienda may unilaterally and immediately
terminate this Service Addendum in the event that Company, its partners or shareholders, controllers and or their administrators become:
(i) bound by the competent Government Authorities to any type of investigation for crimes of terrorism, money laundering, its source crimes,
financing of terrorism or any crime against the constitutional order or crimes against the public administration; (ii) included in lists
for the control of money laundering and financing of terrorism administered by any national or foreign authority, including but not limited
to the list of the Office for the Control of Assets Abroad ("OFAC") issued by the Office of the Treasury of the United States
of North America, the list of the United Nations Organization and other public lists related to the issue of money laundering and financing
of terrorism; or (iii) investigated or convicted by the competent Government Authorities in any type of judicial process related to the
commission of crimes of the same or similar nature to those indicated in this clause.


 


 


 


 






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10.11 Declaration of the
Origin of Funds. Company represents, warrants and covenants that its assets and the economic sources that allow it to develop its
corporate purpose are not the result of illicit activities, such as drug trafficking, frontman, illicit enrichment, terrorism, money laundering,
trafficking of narcotics, kidnapping extortion and or human trafficking. Company represents, warrants and covenants that it does not operate
in countries considered tax havens, countries sanctioned by OFAC and non-cooperating countries and that the constitution of the company
is not under the bearer share scheme.


 


10.12 Continuity and Contingency
Plan. Company represents, warrants and covenants to have duly updated continuity and contingency plans to execute and deliver the
Services in this Service Addendum.


 


10.13 Applicability of
Best Practices. Company as a specialized, professional and expert company represents, warrants and covenants that it will use the
best practices established in the national and international standards that apply to the Service Addendum subject matter. Company represents,
warrants and covenants that its management systems are fully aligned and integrated with said standards and best practices. For technology
contracts, Company represents, warrants and covenants to use security standards and best practices, including without limitation the OWASP
(Open Web Application Security Project), OSSTM (Open Source Security Testing Methodology Manual) and other applicable standards such as
the NIST series.


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


 






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By signing below, each Party acknowledges that it has read, and agrees
to, all the terms of this Service Addendum.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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