UP ONLY CO - STAR - VESTING RATIFICATION

Vote "Yes" or "No" on the proposal regarding the terms outlined in the email sent to UP ONLY CO investors on November 4, 2025 at 00:10 (UTC+1).

• If "Yes" receives a majority, the terms related to the initial investment will be amended in accordance with the document titled “Insider Vesting Proposal.” Accordingly, the new terms set out in the proposal will supersede and prevail over the originally stated terms. They will take effect and become legally binding upon ratification.

• If "No" receives a majority, the original terms will remain in effect.

For the proposal to pass, a minimum quorum of 25% of the voting power is required.