Delivery-Terms and Conditions Content1

1. Defnitions and InterpretationsIn this agreement the following phrases shall have the meanings:
“Agreement” means this agreement, the terms of which are set out in this document and in the Schedule attached;
“Authorisation Number” means the unique number printed on each Product;
“Brands” means any trade mark, copyright, database, or other intellectual property right owned by Pettigo Comercio
Internacional Lda and licensed to Lyca;
“Confidential Information” means all financial, business and technical or other data and all other information (whether written,
oral or in electronic form or on magnetic or other media) concerning the business and affairs of a party (or if that Party is Lyca,
the business and affairs of Lyca and/or any Lyca affiliate company (where an affiliate is denoted by common majority
shareholding) that the other Party obtains, receives or has access to as a result of all discussions and negotiations prior to
entering into this Agreement or the performance of the same;
“Distributor Contract” means this contract between Lyca and the Distributor.
“End User” means an individual user who has dialled the necessary telephone number as specified by Lyca from time to time
in order to obtain access to the Service;
“Event of Force Majeure” means any circumstance beyond the reasonable control of either Party, including but not limited to
any one or more of the following events: act of God, fire, explosion or flood or other natural catastrophe, unavoidable power
failure, war or threat of war, civil disturbance, acts of terrorism or other criminal acts of third Parties, acts of Network operator,
acts of Governmental, regulatory or industry body or organisation having jurisdiction over the affairs of either Party, trade
embargoes, strikes, lock-outs or other industrial actions or trade disputes involving Parties other than Lyca or the Distributor;
“Invoice” means the form setting out the units of Products purchased by the Distributor and the unit price applicable to each
unit purchased as calculated in accordance with the Schedule;
“Infringing Cards” means any calling card passing off, imitating or otherwise copying the Brands; “Party” means Lyca or the
Distributor or Commercial Contact, collectively referred to as the Parties;
“Product” means pre paid calling cards, carrying an assigned Authorisation Number capable when activated of providing access
to the Service;
“Purchase Price” means the face value of the total units of Products set out in the Invoice less the applicable Distributor discount
as notified in writing to the Distributor in respect of the order referred to in such Invoice;
“Service” means a prepaid telephony calling service with assigned unique Authorisation Number giving End User access to a
mobile network or a fixed line public telecommunications system to make telephone calls in the Territory;
“Support Service” means the services to be provided by Lyca to the Distributor which results in the Underlying Service Provider
being aware which cards or batches of cards are to be activated pending sale;
“Territory” means the United Kingdom and any other European Country that the Distributor seeks itself to distribute to, subject
to their laws, regulations and financial classification and treatment of the Products. “Unauthorised Use” means any use of the
Brands other than in accordance with this Agreement and the rights granted in Clause 9 by the Distributor or any third party

Lyca herby agrees to issue and the Distributor hereby agrees to purchase the number of units of Products at the price as
specified in the Invoice and to pay such price in accordance with clause 6(a) below upon the terms set out herein. Property in
the Products shall pass to the Distributor with effect from the date of the Invoice.

In consideration for the Distributor entering into this Agreement, Lyca hereby authorises the Distributor to act as a non-exclusive distributor for the sale in the Territory of Products issued by Lyca on the terms and conditions contained herein

a) The Distributor will be solely and exclusively responsible for the management and security of all stocks of Products held
by the Distributor with effect from the same time the Distributor takes delivery of the Products. The Products shall be activated
upon the sale of the Products as notified by Lyca’s agent for each Authorisation Number or batches thereof.
b) The Distributor shall refrain from using any sales scripts, literature, promotional materials, or advertising, any of which
reference to Lyca or the Service, without obtaining Lyca’s written approval prior to the Distributor’s use of such material.
Materials used by the Distributor to train employees, sales representatives, other agents, or independent contractors of the
Distributor to perform its obligations hereunder are promotional materials within the meaning of this paragraph. c) In any
onward sale of the Products and any agreement thereafter, the Distributor shall make available to any End User or, where the
purchaser is not an End User, shall require that the purchaser makes available to any End User, in a clear and readily available
manner whether in physical or electrical form or both in the form supplied to the Distributor by Lyca details of the Service
provider and the Service available to the End User. The Distributor shall also make available to any purchaser (and, in the
manner described above, to the End Users) the terms and conditions of the Service as advertised on posters and website issued
and displayed by Lyca from time to time and supplied to the Distributor reflecting the tariff rate and other terms and conditions
offered by the underlying Service provider at the at the time of printing.

a) Lyca shall facilitate access to the Service by End Users as soon as practicable upon the sale of the Product to the Distributor.
If the Products are lost or stolen, the Distributor must immediately notify Lyca in writing that a particular Product or batch
thereof has been lost or stolen, and report the matter to the Police. Lyca may at its sole discretion credit Distributor for any
unused credit on such Products (at the appropriate rate for that Distributor) only upon the receipt of a Police report, but the
Distributor shall be liable to Lyca and any third party for any loss arising from the loss or theft of such Products.
b) The Distributor agrees that Lyca shall not in any way be responsible for any bad or doubtful debt incurred or likely to be incurred
by the Distributor in the resale of the Products to the Distributor’s customers.

a) Distributor shall pay the Purchase Price stated on each Invoice pursuant to paragraph 6(b) below.
b) Unless otherwise agreed
in writing by duly authorised officer of Lyca and the Distributor, the Distributor shall remit payment of the Purchase Price within
the time period specified in the Invoice to an account specified by Lyca. Time of payment shall be of the essence.
c) All amounts due hereunder that are not paid when due shall accrue extended payment interest, to the extent permitted by applicable law,
at a daily rate equal to four (4) percent per annum above the Lloyds Bank plc base lending rate as publicly announced from
time to time. Such extended payment interest shall accrue from the date following the day on which payment is due, to and
including the day Lyca receives such payment. An invoice for the interest due will be raised and be payable fourteen (14) days
from the date of issue.
d) If payment is made and then not effectively cleared into Lyca’s designated bank account due to a
credit failure by the Distributor then the Products may be blocked by Lyca so as to make them inactive for use. The Distributor
recognises at all times that it is its responsibility to ensure that only Products received by it for which payment to Lyca has been
properly credited to Lyca are subsequently resold by the Distributor. The Distributor, in the capacity of a business reseller of the
Products acknowledge and agree that it is solely subject to domestic and international taxes howsoever they arise on any resale
of Products that it makes. The Distributor recognises that it is solely responsible to its own customers for compensation to them
for any Products that are blocked by Lyca on account of bad credit by the Distributor to Lyca. On this basis, the Distributor will
indemnify and hold harmless Lyca for any claim brought by any third party as a result of the Distributor’s bad credit to Lyca.
Any Products blocked in these circumstances will cause damage to Lyca’s goodwill in the marketplace. Lyca will charge for any
damage caused to its goodwill by having to block the cards for non-payment. This charge may be as much as 30% of the
invoiced amount. Notwithstanding such a claim for damages, it is acknowledged by the Parties that such recourse is without
prejudice to Lyca’s right to seek from the Distributor recovery of the full amount due from the Distributor as particularised in
the Invoices in addition to any such claim for damages as well as any other direct and/or indirect losses howsoever suffered by
Lyca and the Distributor acknowledges that such claims are its responsibility to settle in full

a) The Distributor shall comply with all international and domestic applicable laws and regulations including its own commercial
obligations to third Parties and governmental bodies and shall conduct its business and refer to Lyca in a professional, ethical,
legal and businesslike manner, and shall commit no act which would reflect unfavourably on Lyca. The Distributor shall not bind
Lyca to any contract or agreement of any nature whatsoever or misrepresent Lyca services in any way.
b) The Distributor shall,
from time to time as necessary, assist any investigating body with any enquiries on behalf of Lyca.
c) Lyca shall incur no
responsibility or obligation to employees, independent contractors, or other Parties utilised by the Distributor to perform its
obligations hereunder. Such persons shall at all times remain employees, agents or independent contractors (whichever is
applicable) of the Distributor.
d) The Distributor is responsible for all sales and marketing expenses and obligations incurred by
it as a result of its efforts hereunder and expressly acknowledge that it is not entitled to any reimbursement for such expenses
unless both Parties hereto agree in writing prior to incurring such expenses e) The Distributor shall provide all information
requested by Lyca relating to the sale of Products and any other information which Lyca may reasonably require relating to the
performance of the Distributor’s obligations under this Agreement

a) During the term of this Agreement and for three (3) years thereafter, each Party agrees not to disclose any Confidential
Information without first obtaining the other Party’s prior written consent. b) Each Party agrees to use the Confidential
Information only for purposes of fulfilling its obligations under this Agreement. No other rights or licences to trademarks,
inventions, copyrights, or patents are implied or granted under this Agreement. Each Party shall provide the same care to avoid
disclosure or any unauthorised use of the Confidential Information as it provides to protect its own Confidential Information. It
is agreed that access to all Confidential Information shall be limited to only such employees or agents who need to know such
information for purposes of fulfilling obligations required by this Agreement. c) Information is not “Con?dential Information”
for the purposes of this Agreement if: (i) it comes into the public domain (unless through an unauthorised disclosure); or (ii) if
it is required to be disclosed by reason of law, Court decision, rule of any regulatory or government body. d) The Distributor
shall not sell, release, or otherwise disclose the identities (including, but not limited to, the name, address, and telephone
number) of the persons solicited as customers or any other trade secrets, of Lyca, to any third party at any time. e) The
Distributor shall ensure that any information regarding the sale of the Products or in connection with this Agreement supplied
to Lyca shall comply with the requirements of all legislation in force from time to time.

a) The Distributor shall be entitled to use the Brands for the purpose of selling and marketing the Products in accordance with
this Agreement. The Distributor shall not otherwise display or use, or permit to be displayed or used, any such Brands.
b) The Distributor shall not use all or any part of any of the Brands as part of its own name, service marks or trademarks or in any
other manner whatsoever and shall not use any other brand in connection with the sale or marketing of the Products. Such use
shall constitute Unauthorised Use of the Brands.
c) It is expressively understood by the Distributor that the Brands are
proprietary to Lyca and that nothing in the Agreement constitutes the grant of a general license to use such Brands. Upon
termination of this Agreement, any and all rights or privileges of the Distributor to use the Brands shall expire and the
Distributor shall discontinue their use.
d) The Distributor will at all times use best endeavours to notify Lyca of Unauthorised
Use of the Brands by third parties.
e) Should the Distributor be found to infringe the Brands by manufacture, distribution or
otherwise be involved in the circulation of whether directly or indirectly of Infringing Cards then Lyca shall be entitled to
liquidation damages from the Distributor to a value of up to 30% of its proceeding month’s invoice from Lyca.
f) The Distributor
shall indemnify and keep indemnified Lyca from and against any and all liabilities, costs, damages and expenses (including legal
fees incurred) resulting from the Distributor’s (or its employees’, agents’, or independent contractors’) infringement of any third
party’s patent, trade mark, copyright, database or any other intellectual property right. g) In the event of a third party claim
against the Distributor, Lyca shall be entitled to refuse to provide the Support Services in respect of any such Products and shall
also be entitled to cancel the PIN numbers for the individual Products, rendering the Products unusable until settlement of the
Distributor’s dispute with the third party.

a) Upon the occurrence and continuation of any of the following events of default, the non defaulting Party shall have the right
to cancel and terminate this Agreement by written notice to the Defaulting Party (i) the insolvency of either Party or the
institution of voluntary or involuntary proceedings in bankruptcy or under any other insolvency law, or any arrangement with
creditors or corporate reorganisation or receivership or dissolution of either Party; or (ii) material breach of this Agreement after
notice thereof and failure of the breaching Party to remedy such breach within fourteen (14) days of receipt of such notice, if
such breach is capable of being remedied; or (iii) where payment is overdue by more than three (3) days from the due date of
payment under the terms of this Agreement. b) The expiration or termination, for any reason, of this Agreement shall be
without prejudice to the rights of either Party against the other and shall not relieve either Party of any obligations hereunder
which survive the termination hereof. c) At any time where the Distributor has failed to make any payments for the Products,
made Unauthorised Use of the Brands or be found to be in breach of Clauses 9 (b) and (e), Lyca shall be entitled to refuse to
provide the Support Services in respect of any such Products until payment by the Distributor of all sums due to Lyca. Lyca shall
also cancel the PIN numbers for the individual Products, rendering the Products unusable. Lyca will also instruct to be issued a
voice prompt on the Products so that a customer using them will be directed to the Distributor and/or Commercial Contact for
compensation. The Distributor and Commercial Contact agree to their contact details as set out herein to be so disclosed and
waives any right to confidentiality and privacy in such circumstances. d) Upon termination of this Agreement, the Distributor
shall promptly return all remaining stocks of the Products to Lyca or otherwise dispose of the stocks as Lyca may instruct. e) In
the event that the Distributor is a body corporate then the individuals named as company directors and acting signatories of
the Distributor at the date of this Agreement whom have put their hands to bind the Distributor to this Agreement hereby
undertake upon such signing to further bind themselves and be held jointly and severally liable for all the Distributors
obligations pursuant to this Agreement

a) For any technical problems, Lyca shall arrange customer service assistance. Lyca shall not be liable for: (i) Fault on the
telephone service (ii) Damages due to faults of services provided through the telephone cards; or; (iii) Non- continuation of
services and de-activation due to missing payments for the telephone cards by the Distributor.

The Distributor shall indemnify and keep indemnified Lyca from and against any and all liabilities, costs, damages and expenses
(including legal fees incurred) resulting from the Distributor, (or its employees’, agents’, or independent contractors’) breach of
any provision in this Agreement, misrepresentation of Lyca’s services or prices, or unauthorised or illegal acts of the Distributor,
or its employees, agents, or independent contractors.

(a)In accordance with Anti-Money Laundering Rules and Regulations in force from time to time the Distributor will provide the
following documentation (i) Photo ID (passport/driving licence) for Directors of the company if the Distributor is a company, or
for the individual if the Distributor is a sole trader (ii) Proof of address (utility bill/bank statement) for Directors of the company
if the Distributor is a company, or for the individual if the Distributor is a sole trader b) It is ultimately the responsibility of the
Distributor to comply with all international and domestic rules, laws and regulations relating to Anti- Money Laundering as well
as national and international customs and excise obligations, howsoever such obligations arise.

Neither party shall be liable for failure to perform its obligations hereunder due to an Event of Force Majeure.

This Agreement shall be governed by and construed in accordance with English law. The Courts of England and Wales shall
have exclusive jurisdiction in respect of any claim or dispute arising from this Agreement. If for any reason any Clause herein is
declared by a Court as unenforceable then the Parties all agree that such is without prejudice to the remainder of the
Agreement, which shall at all times remain enforceable contractually between the Parties to the full extent permitted by law.

Any notice or communication by either party to the other shall be in writing and shall be deemed to have been duly given if
delivered personally, or sent first class pre-paid or pre-paid registered mail addressed to the other party at the appropriate
address set forth below, or in a Distributor Contract or at such other address as such party hereto may hereafter specify in
writing to the other party.

a)The Distributor shall not be entitled to assign or transfer all or any part of its rights under this Agreement without prior written
consent of Lyca. Lyca may assign all of its rights under this Agreement to any third party. b) If any provision of this Agreement
is held invalid, illegal or unenforceable in any respect, such provision shall be treated as severable, leaving the remaining
provisions unimpaired, provided that such does not materially prejudice either party in their respective rights and obligations
contained in the valid terms, covenants or conditions. c) The terms of this Agreement may not be modified, supplemented, or
amended or default hereunder waived except upon the execution and delivery of a written Agreement signed by an authorised
representative of each party. d) Each party represents and warrants that it has the full authority to perform its obligations under
this Agreement and that the person executing this Agreement has the authority to bind it. e) This Agreement contains the
entire Agreement between the Parties relating to its subject manner and supersedes all prior agreements, arrangements and
undertakings between the Parties relating to that subject matter.
f) Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties nor the
appointment of one party as agent of the other. g) The rights and obligations set out in this Agreement shall be solely for the
benefit of, and will be enforceable only be the Parties hereto and their respective successors and assigns. h) The Distributor
hereby gives its consent to Lyca to obtain credit information relating to the Distributor and (if applicable its directors and
officers). Lyca may use credit scoring or carry out credit checks and make enquires with credit reference agencies. Lyca may
share information relating to the Distributor with credit reference agencies.

Purchase Price, Discounts and Credit Limits and Terms will be advised to the Distributor by Lyca in writing from time to time
and if not specified in writing in advance between the Parties then shall be implied by their customary trade with reference to
terms and conditions on delivery notes or attached to this Agreement or otherwise, invoices, and any other documentary
evidence exchanged between the Parties and accepted by the others by virtue of ongoing business between them provided
always that such ongoing business is for a duration of more than one month at any given time