Consent Order Regarding Uphold HQ Inc.

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IN THE MATTER OF: * * UPHOLD HQ INC. * CONSENT ORDER NMLS # 1269875 * * (“UHQ”) * *

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WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Part V of Chapter 668, Sections 36a-595 to 36a-612, inclusive, of the Connecticut General Statutes, known as the “Money Transmission Act”; WHEREAS, UHQ is a South Carolina corporation with an office at 900 Larkspur Landing Circle, Suite 209, Larkspur, California; WHEREAS, UHQ is not currently, nor has it ever been, licensed to engage in the business of money transmission in Connecticut; WHEREAS, the Department of Banking received at least one complaint about UHQ regarding unlicensed money transmission activity; WHEREAS, the Commissioner, through the Consumer Credit Division of the Department of Banking, has investigated the activities of UHQ pursuant to Sections 36a-17 and 36a-608(a) of the Connecticut General Statutes to determine if it had violated, was violating or was about to violate the provisions of the Connecticut General Statutes within the jurisdiction of the Commissioner;

• 2 - WHEREAS, as a result of such investigation, the Commissioner alleges that, from at least April 1, 2016, to April 19, 2018, UHQ engaged in the business of money transmission in this state without a license, in violation of Section 36a-597(a) of the Connecticut General Statutes; WHEREAS, the Commissioner believes that such allegation would support the initiation of enforcement proceedings against UHQ, including, without limitation, proceedings to issue a cease and desist order pursuant to Sections 36a-608(c) and 36a-52(a) of the Connecticut General Statutes, to issue an order to make restitution pursuant to Sections 36a-608(c) and 36a-50(c) of the Connecticut General Statutes, and to impose a civil penalty upon UHQ of up to One Hundred Thousand Dollars ($100,000) per violation pursuant to Sections 36a-608(c) and 36a-50(a) of the Connecticut General Statutes; WHEREAS, initiation of such enforcement proceedings would constitute a “contested case” within the meaning of Section 4-166(4) of the Connecticut General Statutes; WHEREAS, Section 4-177(c) of the Connecticut General Statutes and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by consent order, unless precluded by law; WHEREAS, both the Commissioner and UHQ acknowledge the possible consequences of formal administrative proceedings, and UHQ voluntarily agrees to consent to the entry of the sanctions imposed below solely for the purpose of obviating the need for formal administrative proceedings concerning the allegation set forth herein; WHEREAS, the Commissioner and UHQ now desire to resolve the matters set forth herein; WHEREAS, UHQ represents that it is no longer engaging in money transmission in this state without a license; WHEREAS, UHQ specifically assures the Commissioner that the violation alleged herein shall not occur in the future; WHEREAS, UHQ acknowledges that this Consent Order is a public record and is a reportable event for purposes of the regulatory disclosure questions on NMLS, as applicable;

• 3 - AND WHEREAS, UHQ, through its execution of this Consent Order, voluntarily agrees to waive its procedural rights, including a right to a notice and an opportunity for a hearing as it pertains to the allegation set forth herein, and voluntarily waives its right to seek judicial review or otherwise challenge or contest the validity of this Consent Order. CONSENT TO ENTRY OF SANCTIONS WHEREAS, UHQ, through its execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing the following sanctions:

1. No later than the date this Consent Order is executed by UHQ, it shall remit to the Department of Banking by wire transfer, cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of Ten Thousand Dollars ($10,000) as a civil penalty;
2. No later than the date this Consent Order is executed by UHQ, it shall remit to the Department of Banking by wire transfer, cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of Two Thousand Five Hundred Fifty Dollars ($2,500) for back licensing fees; and
3. UHQ shall cease and desist from engaging in the business of money transmission in this state without a license, in violation of Section 36a-597(a) of the Connecticut General Statutes. CONSENT ORDER NOW THEREFORE, the Commissioner enters the following:
4. The Sanctions set forth above be and are hereby entered;
5. Upon issuance of this Consent Order by the Commissioner, this matter will be resolved and the Commissioner will not take any future enforcement action against UHQ based upon the allegation set forth herein; provided that issuance of this Consent Order is without prejudice to the right of the Commissioner to take enforcement action against UHQ based upon a violation of this Consent Order or the matters underlying its entry, if the Commissioner determines that compliance with the terms herein is not being observed or if any representation made by UHQ and reflected herein is subsequently discovered to be untrue;
6. UHQ shall not take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation referenced in this Consent Order or create the impression that this Consent Order is without factual basis;
7. Subject to the foregoing, and so long as this Consent Order is promptly disclosed by UHQ and its control persons on NMLS, as applicable, nothing in the issuance of this Consent Order shall adversely affect the ability of UHQ to apply for or obtain an initial license or renewal license

• 4 - under Part V of Chapter 668, Sections 36a-595 to 36a-612, inclusive, of the Connecticut General Statutes, provided that all applicable legal requirements for such licenses are satisfied and the terms of this Consent Order are followed;

5. This Consent Order shall be binding on UHQ and its successors and assigns; and
6. This Consent Order shall become final when issued. /s/ Issued at Hartford, Connecticut Jorge L. Perez this 25th day of September 2019. Banking Commissioner

• 5 - I, Juan Pablo Thieriot, state on behalf of Uphold HQ Inc. that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Uphold HQ Inc.; that Uphold HQ Inc. agrees freely and without threat or coercion of any kind to comply with the sanctions entered and terms and conditions ordered herein; and that Uphold HQ Inc. voluntarily agrees to enter into this Consent Order, expressly waiving the procedural rights set forth herein as to the matters described herein. By: /s/_______________________________ Name: JP Thieriot Title: Uphold HQ Inc. State of: New York County of: New York On this the 12th day of September 2019, before me, Mark G. Anderson, the undersigned officer, personally appeared Juan Pablo Thieriot, who acknowledged himself/herself to be the CEO of Uphold HQ Inc., a corporation, and that he/she as such CEO, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as CEO. In witness whereof I hereunto set my hand. /s/_____________________________________ Notary Public Date Commission Expires: 08-10-2023