PAYWITHCRYPTO SOFTWARE LICENSE AGREEMENT (PWC)

Between LUIS ALFONSO BALLESTAS PIÑERES, identified with citizenship card 1.140.861.190 of Barranquilla, acting for and on behalf of PAYWITHCRYPTO SAS with NIT 901714478-1 who for the purposes of this contract shall be referred to as THE LICENSOR, on the one hand, and on the other hand and who for the purposes of this agreement shall be referred to as THE LICENSEE, have entered into the following software license agreement, which shall be governed by the following considerations:

CONSIDERATIONS

FIRST: That PWC is a system established for the provision of centralized and standardized services for online payments.

SECOND: That PWC, as a centralized and standardized system, allows natural or legal persons, public or private, to offer its users the possibility of making online payments through digital assets and is deposited in fiat money in the account assigned by THE LICENSEE.

THIRD: THE LICENSEE has expressed its interest in accessing the centralized and standardized system that allows it to offer its customers the possibility of making online payments through digital assets.

FOURTH: THE LICENSEE shall register the bank account within the platform, so that the resources obtained from the transactions executed in PWC may be deposited.

FIFTH: That, as a consequence of the foregoing considerations, the parties

Agreed:

CLAUSE ONE: OBJECT.LICENSOR agrees to grant LICENSEE a non-exclusive license to the software called "PAYWITHCRYPTO (PWC)

CLAUSE TWO: SOFTWARE FEATURES. The program delivered to the LICENSEE by way of license comprises the following general features:

• Login.
• Register
• The software is a payment method for receiving payments through digital assets.
• The software is built in modules for greater organization.
• The software has a payment gateway to integrate with any e-commerce.
• The software keeps track of the transactions made.
• The software reports to the administrator.
• The software is completely in the cloud, it can be accessed through any device with internet access.
• The software has a chat for ordering through the app.
• The software features security with encryption of all data, different layers for the code, pen key for the server, load balancer and implementation of the Blockchain.

The LICENSEE declares to know and accept the contents and functions of the described software.

CLAUSE THREE: DELIVERY TERM. LICENSOR undertakes to deliver to LICENSEE within fifteen (15) working days following the signature of this agreement by both parties, the tools and documentation necessary for LICENSEE to make proper use of the software object of the license of use of interest. Once the LICENSEE receives the tools and necessary documentation in order to make proper use of the software object of the license of use of interest, the LICENSEE shall verify its correct operation. The parties shall sign a delivery report, in which the LICENSEE shall report the defects or failures of the software, otherwise it shall be understood that the delivery and provision of the relevant tools was carried out to satisfaction.

CLAUSE FOUR: INTELLECTUAL PROPERTY. THE LICENSEE is the owner of the Copyright on the PayWithCrypto SAS software and therefore reserves the right to reproduce, publicly communicate, distribute, import, translate and any transformation of said program, by any means known or to be known. By virtue of this agreement, the LICENSEE only acquires the right to use the software, in accordance with the conditions of use set forth in the following clause.

CLAUSE FIVE: CONDITIONS OF USE. LICENSEE agrees to:

• Not to commercially exploit the software.
• Do not allow reverse engineering, disassembly or decompiling of the program by any of your employees or contractors.
• To make only permitted copies and to use them only for authorized uses.
• Use the software exclusively on your own computers.
• Do not make any modifications to the software.
• Not to make new works based on the licensed software (derivative works).
• Acquire the necessary hardware, and prepare the site where the software will be used with sufficient electrical and data connections for its correct operation.
• Not to sublicense the use of the software object of the present contract.

CLAUSE SIX: LICENSEE'S OBLIGATIONS.

• To use the software in accordance with the conditions of use established in clause 7.
• It is obliged to carry out all activities aimed at ensuring that all its personnel in charge, employees, partners, shareholders, administrators, clients, suppliers, etc., and their resources are not related to or originate from illicit activities, particularly money laundering or financing of terrorism. In any case, if during the term of the contract there are reasonable doubts about its operations, as well as the origin of its assets and/or that any of them may be involved in an investigation of any kind (criminal, administrative, etc.) related to illicit activities, money laundering or financing of terrorism, or be included in the international lists binding for Colombia, in accordance with international law (lists of the United Nations-UN), in lists of the OFAC or Clinton, etc.), LICENSEE shall have the right to unilaterally terminate the agreement without being obliged to compensate any kind of damage to LICENSEE. LICENSEE shall be legally and morally liable for all unlawful acts performed by LICENSEE.
• THE LICENSEE agrees to collect the data (full name and identification number) for the completion of the AML from the payers and the authorization for the verification of the same.
• To take the usual preventive measures in the computer activity, in order to avoid failures that may cause any kind of damage or harm, either to LICENSEE or to third parties.
• Exonerate, in any case, the LICENSOR from any liability derived from the damages that the LICENSEE may suffer as a direct or indirect consequence of the improper use of the software.
• Maintain confidentiality in the use of the information disclosed to it, during the term of the contract, such obligation subsisting once the contract is terminated.

CLAUSE SEVEN: OBLIGATIONS OF THE LICENSOR:

• Deliver an executable copy of the software on magnetic media on the date and under the conditions described in this contract.
• Deliver on magnetic media the aids for the operation of the software and interpretation of results.
• Deliver documentation and tools necessary for the operation of the program. This documentation must explain how to use the application.
• Every Friday at 8:00 a.m. a settlement cut of the total of the transactions made with digital assets in the week will be made and the money will be transferred in Colombian pesos to the account registered in our platform and verified through the bank certification provided by the LICENSEE. Note: For Bancolombia accounts the money will be reflected in 24 to 48 hours. For other accounts it will be reflected in 72 hours if it does not include a holiday Monday.

CLAUSE EIGHT: WARRANTIES. LICENSOR warrants to LICENSEE that the version of the software covered by this agreement will perform the functions described; and further warrants that the hardware and other magnetic media will be free from defects in material and workmanship under normal use for ninety (90) calendar days following delivery and installation of the software.

CLAUSE NINE: ASSIGNMENT. This Agreement may not be assigned by LICENSEE in whole or in part, except with LICENSOR's prior written consent.

CLAUSE TEN: TERM OF THE CONTRACT. The parties agree that the present contract shall be effective as of the date of signature of this contract and shall have a term of five (5) years. The Term of this Agreement may be extended for equal periods indefinitely, by express agreement between the parties, which must be in writing.

CLAUSE ELEVENTH: TERMINATION. LICENSEE or LICENSOR may terminate this Agreement at any time by giving LICENSEE or LICENSEE written notice to the other party's address four months prior to the date on which such early termination will actually take place, and in any event all obligations outstanding at the time of termination by either party shall survive. In the event of an early termination of the Agreement, LICENSEE shall cease all use of the PAYWITHCRYPTO software, as well as the use of any material owned by LICENSOR and granted by LICENSOR under this Agreement, within 30 business days from the date of receipt of the notice sent by the party requesting the termination of the Agreement. The Agreement may also be terminated early due to serious breach of any of the obligations by the LICENSEE. PARAGRAPH - The early termination of this Agreement for any reason shall not release the Parties from the performance of outstanding obligations in favor of the other Party.

PARAGRAPH TWO - EXCLUSIVITY. For a period of 24 months after the termination of this agreement neither THE LICENSEE nor any of its companies with the PWC system, may directly or indirectly receive payments with cryptocurrencies.

CLAUSE TWELFTH: INFRACTIONS. THE LICENSOR, is obliged to carry out all the necessary activities and to initiate the legal actions of the case for the defense of the software object of this contract. In the event that THE LICENSEE becomes aware of any violation or alleged violation of the rights held by THE LICENSOR over said software, piracy or improper use of the same, or any act of unfair competition that includes the aforementioned program, it must immediately notify it. OF THE LICENSOR, to whom it will provide all the necessary information and collaboration in the event that it is decided to initiate legal actions. The legitimation for the exercise of the LICENSOR's actions, which can be carried out jointly by both parties if they agree. In any case, THE LICENSOR undertakes to defend the copyright generated on the licensed software using all the means provided by Law. The expenses caused by the defense of the licensed software will be the responsibility of THE LICENSOR. In the event that a claim is established or an action is filed against THE LICENSEE by a third party alleging infringement of said rights of the third party resulting from the use by THE LICENSEE of the software, the LICENSEE shall immediately inform THE LICENSEE of said claim without detriment of any possible defense. THE LICENSEE, without accepting any responsibility, give all reasonable assistance to THE LICENSOR to contest said claims or actions.

THIRTEENTH CLAUSE: DECLARATIONS. In addition to the representations and warranties contained in any other provision of this agreement, each party represents and warrants to the other that:

• You have full power and authority to sign, be a party to and execute this contract.
• This agreement, once signed, shall constitute a valid obligation of such party and shall be enforceable in accordance with its terms and applicable law.
• The parties declare that this contract does not violate their Bylaws, or any contract to which they are a party, or any laws or regulations applicable to them.

CLAUSE FOURTEEN: APPLICABLE LAW. The conclusion, interpretation, execution and termination of this contract shall be governed and carried out in accordance with the laws of the Republic of Colombia.

CLAUSE FIFTEENTH: LEGALITY. Both parties agree that in the event that any of the terms or conditions that give form and content to this contract are declared null, illegal or unenforceable by a competent authority, all other terms and conditions shall remain in full force and effect for the parties, provided that the substantial object of the contract is not affected.

CLAUSE SIXTEEN: COMPROMISE CLAUSE. The parties agree that in the event of any difference arising between them, on occasion of this contract, it shall be resolved by an ARBITRATOR appointed by the Arbitration and Conciliation Center of the Chamber of Commerce of Bogotá, ARBITRATOR whose domicile shall be the city of Barranquilla, and which shall be governed in accordance with Article 118 of Law 1563 of 2012 and Law 23 of 1991, and the other legal regulations in force on the matter. The arbitrator shall decide in law and the decision shall be binding on the parties and shall become res judicata. For the record and as a sign of acceptance and agreement, this contract is signed in Barranquilla, this day 06 of the month 06 in the year 2025.