0001552781-19-000443 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 7th, 2019 • Upay • Services-prepackaged software • Florida

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Exhibit A DRIBBLE OUT AGREEMENT
Dribble Out Agreement • November 7th, 2019 • 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.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 7th, 2019 • 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 • November 7th, 2019 • 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 • November 7th, 2019 • 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”.

CONSULTING AGREEMENT
Consulting Agreement • November 7th, 2019 • 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.

ASSET PURCHASE AGREEMENT dated as of 16 April 2018 between UPAY INC. and TWIN HARBOR WEB SOLUTIONS INCORPORATED.
Asset Purchase Agreement • November 7th, 2019 • Upay • Services-prepackaged software • New York

This ASSET PURCHASE AGREEMENT (“Agreement”), dated 16 April 2018 (“Effective Date”), is between UPAY INC. (the “Purchaser” or “UPAY”), a Nevada corporation, and Twin Harbor Web Solutions Incorporated, a New York corporation (the “Seller”). The Purchaser and the Seller are collectively referred to herein as the “Parties”.

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