Agreement to Organize and Operate a Joint Venture, dated June 14, 2018

1.2

The "Closing Date" shall mean July 1, 2018, or such other date as may be mutually agreed upon in writing between DPL, QPAGOS and IPS and in which all conditions of closing have been met or waived.

1.3

The “Credit Agreement” shall mean the credit facility agreement to be entered into between Newco and DPL, in the form annexed hereto as Exhibit B, to provide Newco, subject to certain conditions, an amount equal to the lesser of (i) the amount to finance the purchase of 500 Units or (ii) $2,500,000 in long-term financing to purchase and license QPAGOS self-service kiosks subject to the terms and conditions contained therein.

1.4

The “Supply Agreement” shall mean the exclusive supply agreement to be entered into between Newco and QPAGOS, in the form annexed hereto as Exhibit C, for the supply of QPAGOS Products (as defined) in the State of California.

1.5

The "Operating Agreement" shall mean the operating agreement of Newco to be entered into between DPL, QPAGOS and IPS in the form annexed hereto as Exhibit D.

2.1

On or before the Closing Date, DPL, QPAGOS and IPS shall cause to be filed with the Secretary of State of the State of Delaware the Certificate of Formation forming Newco.

2.2

On or prior to the Closing Date, DPL, QPAGOS and IPS shall enter into the Operating Agreement.

2.3

On or before the Closing Date, DPL, QPAGOS and IPS will contribute to Newco their respective initial capital contributions as set forth in the Operating Agreement.

3.3

On the Closing Date, DPL and Newco shall enter into the Credit Agreement.

3.2

On the Closing Date, QPAGOS and Newco shall enter into the Supply Agreement, and Newco shall pay to QPAGOS the amount due for the initial order due thereunder.

4.4

Organization and Good Standing.  DPL is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and is in good standing as a foreign entity in each other jurisdiction where the properties owned, leased or operated or the business conducted by it requires such qualification, and where failure to so qualify would have a material adverse effect.

4.5

Corporate Authority.  DPL has full authority to execute and to perform this Agreement, the Credit Agreement and the Operating Agreement in accordance with their terms; the execution and delivery of this Agreement, the Credit Agreement, the Operating Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not result in a breach, violation or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of its charter documents or of any indenture, agreement, judgment, decree, order or other instrument or restriction to which DPL is a party; the execution and delivery of this Agreement, the Credit Agreement and the Operating Agreement have been and, as of the Closing Date, the consummation of the transactions contemplated hereby and thereby will have been, duly authorized by all requisite company action on the part of DPL and, as of the Closing Date, no further authorization or approval, whether of the stockholders or directors of DPL or of governmental bodies or otherwise, will be necessary in order to enable DPL to enter into and perform the same; and this Agreement, the Credit Agreement and the Operating Agreement each constitutes a valid and binding obligation enforceable against DPL in accordance with its terms.

4.3

Governmental Approval.  No approval or authorization of or filing with any governmental authority on the part of DPL is required as a condition to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

4.4

No Brokers and Finders.  No person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or claim against or upon QPAGOS, IPS or Newco for any commission, fee or other compensation as a finder or broker because of any act or omission by DPL.

4.5

Subject to the successful purchase, implementation and operations of the 1,000 Units by Newco in accordance with Newco’s business plan, DPL may enter into discussions with Newco with the view to finance the next 9,000 Units to be purchased by Newco.

5.6

Organization and Good Standing.  QPAGOS is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is in good standing as a foreign corporation in each other jurisdiction where the properties owned, leased or operated or the business conducted by it requires such qualification, and where failure to so qualify would have a material adverse effect.

5.7

Corporate Authority.  QPAGOS has full authority to execute and to perform this Agreement, the Supply Agreement and the Operating Agreement in accordance with their terms; the execution and delivery of this Agreement, the Supply Agreement, the Operating Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not result in a breach, violation or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of its charter documents or of any indenture, agreement, judgment, decree, order or other instrument or restriction to which QPAGOS is a party; the execution and delivery of this Agreement, the Supply Agreement and the Operating Agreement have been and, as of the Closing Date, the consummation of the transactions contemplated hereby and thereby will have been, duly authorized by all requisite corporate action on the part of QPAGOS and, as of the Closing Date, no further authorization or approval, whether of the stockholders or directors of QPAGOS or of governmental bodies or otherwise, will be necessary in order to enable QPAGOS to enter into and perform the same; and this Agreement, the Supply Agreement and the Operating Agreement each constitutes a valid and binding obligation enforceable against QPAGOS in accordance with its terms.

5.3

Governmental Approval.  No approval or authorization of or filing with any governmental authority on the part of QPAGOS is required as a condition to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

5.4

No Brokers and Finders.  No person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or claim against or upon DPL, IPS or Newco for any commission, fee or other compensation as a finder or broker because of any act or omission by QPAGOS.

6.8

Organization and Good Standing.  IPS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a foreign corporation in each other jurisdiction where the properties owned, leased or operated or the business conducted by it requires such qualification, and where failure to so qualify would have a material adverse effect.

6.9

Corporate Authority.  IPS has full authority to execute and to perform this Agreement and the Operating Agreement in accordance with their terms; the execution and delivery of this Agreement, the Operating Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not result in a breach, violation or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of its charter documents or of any indenture, agreement, judgment, decree, order or other instrument or restriction to which IPS is a party; the execution and delivery of this Agreement and the Operating Agreement have been and, as of the Closing Date, the consummation of the transactions contemplated hereby and thereby will have been, duly authorized by all requisite corporate action on the part of IPS and, as of the Closing Date, no further authorization or approval, whether of the stockholders or directors of IPS or of governmental bodies or otherwise, will be necessary in order to enable IPS to enter into and perform the same; and this Agreement and the Operating Agreement each constitutes a valid and binding obligation enforceable against IPS in accordance with its terms.

6.3

Governmental Approval.  No approval or authorization of or filing with any governmental authority on the part of IPS is required as a condition to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

6.4

No Brokers and Finders.  No person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or claim against or upon DPL, QPAGOS or Newco for any commission, fee or other compensation as a finder or broker because of any act or omission by IPS.

7.10

Conduct Pending the Closing.  Pending the Closing, none of DPL, QPAGOS or IPS shall take any act or omit to take any act which will cause a breach of any representation, warranty or covenant made by them hereunder.

7.2

Publicity.  Each of DPL, QPAGOS and IPS agree that no public release or announcement concerning the transactions contemplated hereby shall be issued without the advance approval of the other parties; and no such approval shall be unreasonably conditioned, withheld or delayed.

7.3

Best Efforts.  Each of DPL, QPAGOS and IPS shall use its best efforts to cause to be fulfilled all conditions precedent to its obligations to close the transaction contemplated hereunder as soon as practicable and, in any event, by July 1, 2018.

7.4

Right of First Refusal. The Supply Agreement shall provide that, in addition to the exclusive rights to be granted to Newco in the State of California, upon and following Newco’s payment in full for no less than 1,000 units of the Products (as therein defined) from QPAGOS under the Supply Agreement, QPAGOS shall provide Newco with no less than thirty (30) days prior notice of any proposed new appointment of an exclusive purchaser for the Products in the United States outside of the State of California.  In connection with such notice (the “Transaction Notice”), QPAGOS shall provide Newco with the material terms of the proposed exclusive purchaser opportunity.  Newco shall thereupon have the right to enter into the proposed exclusive purchaser opportunity with QPAGOS by delivering written notice of acceptance of the terms of the proposed exclusive purchaser opportunity to QPAGOS within fifteen (15) days after delivery of the Transaction Notice.  Newco’s rights thereunder will not be assignable (except to an affiliate) and shall be subject to QPAGOS and Newco entering into a definitive agreement with respect to the proposed new exclusive purchaser opportunity identified in the Transaction Notice within 45 days of said notice.  The Supply Agreement shall provide that in the event QPAGOS and Newco are unable to enter into a definitive agreement with respect to the proposed new exclusive purchaser opportunity identified in the Transaction Notice within 45 days of said notice, Newco’s right of first refusal with respect to that exclusive purchaser’s opportunity shall terminate.

7.5

Non-Competition. Neither Newco, DPL nor IPS shall, directly or indirectly: (i) engage in a business or enterprise (either as proprietor, partner, employee, agent, consultant, or controlling stockholder) that sells, licenses, markets or uses any kiosks or electronic payments products or services competitive to the products or services offered by or available through QPAGOS (herein, a “competing business”) or (ii) solicit or attempt to solicit sales or licenses of products or services for any competing businesses, or interfere with, or disrupt or attempt to disrupt the relationship (contractual or otherwise) between QPAGOS and its customers, suppliers, distributors, agents, consultants, officers or employees. The parties agree that it would be difficult to measure the damages to QPAGOS from the breach by of the provisions of this Section 7.5, that injury to QPAGOS from such breach may be impossible to calculate, and that monetary damages may therefore be an inadequate remedy; accordingly, the parties agree that QPAGOS shall be entitled, in addition to all other remedies it might have, to seek injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damages. Nothing herein shall be construed as prohibiting QPAGOS from pursuing any other remedies for such breach or threatened breach.

8.11

Conditions to Obligations of DPL.  The obligations of DPL to consummate its undertakings in this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by DPL to the extent permitted by applicable law:

8.12

Conditions to Obligations of QPAGOS.  The obligations of QPAGOS to consummate its undertakings in this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by QPAGOS to the extent permitted by applicable law:

8.3

Conditions to Obligations of IPS.  The obligations of IPS to consummate its undertakings in this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by IPS to the extent permitted by applicable law:

9.13

Indemnity Against Claims.  Each of DPL, QPAGOS and IPS shall indemnify and hold Newco and the other parties hereto harmless from and against the following:

10.14

Termination.  In the event that, for any reason, the Closing contemplated by this Agreement has not been completed by July 1,  2018, and unless otherwise extended in writing and signed by the parties hereto, this Agreement shall terminate.

11.15

Nature and Survival of Representations, Etc.  All statements contained in any schedule, certificate or other instrument annexed hereto or delivered in connection herewith or made by DPL, QPAGOS or IPS pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed representations and warranties hereunder by DPL, QPAGOS or IPS, as the case may be.  All representations, warranties and agreements made by DPL, QPAGOS and IPS in this Agreement or pursuant hereto shall survive the Closing for a period of one (1) year.

11.16

Notices.  All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered personally, sent by email or facsimile transmission or sent by certified, registered or express mail, postage prepaid.  Any such notice shall be deemed given when so delivered personally, sent by email, sent by facsimile transmission (with confirmation of receipt), or, if mailed, two (2) days after the date of deposit in the United States mail, if addressed: