Legal Disclaimer

1. Introduction

1.1 Parties. These Terms and Conditions (“Agreement”) are a binding contract between Union Pay Holdings and interested individual or entity that clicks or otherwise indicates acceptance (“Purchaser”).
1.2 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Indiana and applicable Federal securities laws of the United States, without regard to conflict‑of‑law rules.

2. Eligibility

2.1 Accredited Investors Only. By accepting this Agreement, Purchaser certifies that Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (“Securities Act”).
2.2 Age and Authority. Purchaser is at least 18 years old (or the age of majority in Purchaser’s jurisdiction) and has full power and authority to enter into this Agreement.

3. Offering Details

3.1 Securities Offered. Up to a minimum of 100 shares of Series  Preferred Stock (“Shares”) at a purchase price of US $23.58 per Share.
3.2 Private Placement. The Shares have not been registered under the Securities Act and are offered in reliance on the private‑offering exemption in Section 4(a)(2) and Regulation D.
3.3 No Public Solicitation Beyond Rule 506(c). Any general solicitation complies strictly with Rule 506(c).

4. Purchase Procedure

4.1 Subscription. Purchaser completes the electronic subscription agreement, uploads accreditation documentation, and transmits cleared funds via ACH, wire, or crypto‑to‑USD on‑ramp.
4.2 Company Acceptance. The Company may accept or reject any subscription in its sole discretion. Acceptance occurs only when countersigned by an authorized officer.
4.3 Issuance. Upon acceptance, the Company’s transfer agent will record Purchaser as the owner of the Shares on the Company’s cap table and issue an electronic share certificate (PDF).

5. Restrictions on Transfer

5.1 Securities Act Lock‑Up. Purchaser shall not sell, pledge, or otherwise transfer the Shares except pursuant to an effective registration statement or a lawful exemption (e.g., Rule 144 after holding‑period requirements).
5.2 Company Right of First Refusal (ROFR). Before transferring Shares, Purchaser must give written notice to the Company, which may elect to purchase the Shares on identical terms within 30 days.
5.3 Market‑Stand‑Off (IPO). If the Company files for a public offering, Purchaser agrees to a lock‑up of up to 180 days as requested by underwriters.

6. Representations and Warranties of Purchaser

  • Investment Intent. Purchaser is acquiring the Shares for investment, not with a view to resale or distribution.

  • Knowledge & Experience. Purchaser understands the high‑risk, illiquid nature of the investment and can bear total loss.

  • Information Reviewed. Purchaser has read the Company’s Private Placement Memorandum (“PPM”) dated [date] and has had the opportunity to ask questions.

  • No Reliance on Future Profits. No guarantee or representation of dividends, appreciation, or liquidity has been made.

7. Company Representations

  • Organization & Authority. The Company is duly incorporated and has authority to issue the Shares.

  • Valid Issuance. Upon issuance, the Shares will be duly authorized, validly issued, fully paid, and non‑assessable.

  • Compliance. The Company will file Form D with the SEC and relevant Blue‑Sky notices.

8. Tax Matters

Purchaser is solely responsible for all federal, state, and local taxes arising from the purchase, ownership, or disposition of the Shares. The Company has not provided, and does not provide, tax advice.

9. Risk Factors (Summary)

  • Early‑stage company; high risk of failure.

  • No public market; Shares are illiquid.

  • Voting rights may be limited by protective provisions.

  • Future dilution possible from additional financing.
    (Full risk factors appear in the PPM.)

10. Limitations of Liability; Indemnification

10.1 No Consequential Damages. Neither party is liable for special, incidental, or consequential damages.
10.2 Purchaser Indemnity. Purchaser shall indemnify the Company against losses arising from breach of Purchaser’s representations.

11. Arbitration; Venue

Any dispute arising under this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association in Wilmington, Delaware, under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

12. Miscellaneous

  • Entire Agreement. This Agreement, the Subscription Agreement, and the PPM constitute the entire understanding.

  • Amendments. May be amended only in writing signed by both parties.

  • Severability. If any provision is held unenforceable, the remainder remains in effect.

  • Electronic Signatures. Electronic signatures are deemed originals.