0001144204-16-117801 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 9th, 2016 • Upay • Services-prepackaged software • Nevada

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of _________, 201_, is entered into by and between UPAY, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively, the “Subscribers”).

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Exhibit A DRIBBLE OUT AGREEMENT
Dribble Out Agreement • August 9th, 2016 • Upay • Services-prepackaged software • Texas

This DRIBBLE OUT AGREEMENT (the “Agreement”), effective as of June 3, 2016 (the “Effective Date’) between UPAY, Inc., a Nevada corporation (the “Company”), and Ferdinand Labuschagne, a South African resident who is designated as a Consultant in the Consulting Agreement (the “Consulting Agreement), of which this Agreement is Exhibit A to the Consulting Agreement.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 9th, 2016 • Upay • Services-prepackaged software • Nevada

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the date on the signature page hereto, is entered into by and between UPAY, Inc., a Nevada corporation (the “Company”), and Rainmaker Consulting Group, LLC, a Florida limited liability company (the “Purchaser”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 9th, 2016 • Upay • Services-prepackaged software • Nevada

SHARE EXCHANGE AGREEMENT, dated as of November 4, 2015 (this “Agreement”) by RentPay (Pty), Ltd, a South African company (“RentPay”), the stockholders of RentPay set forth on Schedule I hereto (the “RentPay Shareholders”), and UPAY, a Nevada corporation (“UPAY”).

SOFTWARE SERVICES AGREEMENT
Software Services Agreement • August 9th, 2016 • Upay • Services-prepackaged software • Texas

This Software Services Agreement (the “Agreement”) is entered into effective as of the 18th day of January 2016 (the “Effective Date”), by and between UPAY, Inc., a Nevada corporation located at 3010 LBJ Fwy Suite 1200, Dallas Texas 75234, (the “Company”) and Fourier Systems (Pty) Ltd., a Company located in and registered in South Africa (“Fourier”) with an address of 381 Pauline Spruijt Street, Garsfontein, Pretoria, 0081. Each of Company and Fourier may also be referred to individually as a “Party” or collectively as “Parties.”

Exhibit A DRIBBLE OUT AGREEMENT
Dribble-Out Agreement • August 9th, 2016 • Upay • Services-prepackaged software • Texas

This AGREEMENT (the “Agreement”), effective as of 16/05, 2016 (the “Effective Date”) by UPAY, Inc., a Nevada corporation (the “Company”), and Fourier, Inc., a South African corporation (“Fourier). The Company and Fourier are referred to collectively herein as the “Parties”.

INDEPENDENT CONSULTING AGREEMENT
Independent Consulting Agreement • August 9th, 2016 • Upay • Services-prepackaged software

This Independent Consulting Agreement (“Agreement”), effective as of June 1, 2015 (“Effective Date”) is entered into by and between UPAY, Inc. (herein referred to as the “Company”) and Rainmaker Group Consulting, LLC. (herein referred to as the “Consultant”).

CONSULTING AGREEMENT
Consulting Agreement • August 9th, 2016 • Upay • Services-prepackaged software • Texas

This Consulting Agreement (“Agreement”) is made this third day of June 2016 (the “Effective Date”), by and between UPAY, Inc., a Nevada corporation (the “Company”) and Ferdinand Labuschagne (“Consultant”), an individual resident of South Africa.

WEBSITE/SOFTWARE SERVICES AGREEMENT
Website/Software Services Agreement • August 9th, 2016 • Upay • Services-prepackaged software • New York

This WEBSITE Software Services Agreement (the “Agreement”) is entered into effective as of the 1st day of January 2016 (the ‘Effective Date”), by and between UPAY, Inc., a Nevada corporation located at 3010 LBJ Fwy Suite 1200, Dallas Texas 75234, (the “Company”) and Twin Harbor Web Solutions, Inc, EIN: 20-2270610, a company located in New York and registered in New York (“Twin Harbor’) with an address of:

INDEPENDENT CONSULTING AGREEMENT
Independent Consulting Agreement • August 9th, 2016 • Upay • Services-prepackaged software

This Independent Consulting Agreement (“Agreement”), effective as of June 1, 2015 (“Effective Date”) is entered into by and between UPAY, Inc. (herein referred to as the “Company”) and Emerging Markets Consulting, LLC. (herein referred to as the “Consultant”).

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