Terms and Conditions:
Moving forward as the bond Holder
Please read the following information in order to understand the rules of the road and regulations within this structure.
- The term bond "Holder" shall be known as the (Company) wishing to partake as the Holder of the bond. The Holder shall provide all necessary documentation such as project details, company details, director, incorporation certificates or anything relating to the company or project. The company must be an LLC, Limited Company, Corporation, Sole Proprietorship, Partnerships, Nonprofit Organization, Franchise, Family Office, Investor Organization, Public Company, Government Company, Company Limited by Shares or Guarantee, Unlimited Liability Company. Companies shall not be established as Estates or Trusts.
I understand and comprehend that the SPV Instrument, PPM, Regulations, Asset Under Management (AUM), Joint Venture (JV), Declaration, Term Sheet, Exhibits or any other documents that will be provided by the issuer or the Private Bond Provider (PBP) are going to be drafts before the finalized version. All Parties at the appropriate time will sign via DocuSign. Any documents or authorizations issued to the bond Holder by the issuer shall be provided via electronic email. All meetings will be conducted through Teams Meeting by the issuer service team.
Furthermore, I acknowledge that I have a SPV Custodial account bank access, I understand that trade program is a privilege to be invited. I understand that I must follow the Rules of the Road or will become immediately rejected. I understand if I do not have Private Placement Program or PPP access a trade facilitator will added to my term sheet and SPV for my project to become invited to participate in PPP. I understand that I must follow Visions Capital Holdings LTD rules as the issuer or will become immediately disqualified to participate. I also understand that this must undergo the step-by-step process appropriately to partake in generating the SPV bond. I understand that this process is private in nature and must stay at all times private under Mutual NDA or NDA standards, any shared information outside of this will become immediately disqualified no matter what part of the process you or your company is at. All participants, directors, trustees or any other member taking part of this venture must be under those same standards. I understand that this process can take time to properly generate and become deposited into the SPV custodial account. I understand that once I move forward with the Private Bond Provider (PBP) and the issuer, I have agreed to the Rules of the Road and privacy standards of private practice. I also understand that if I am rejected in any part of the process I am rejected by all, and it will be known by all. This is an invite only, once you have become accepted to partake in this venture you become a 50/50 partner until maturity. You must repay the SPV within 5-years and repay any loans, credit lines, lines of credit or letters of credit in accordance with the terms and conditions provided to you. All contracts by the Private Bond Provider (PBP), issuer, receiving bank, or PPP must be followed at all times.
I understand that the SPV bond will be for Private Placement Program PPP to obtain a security profile with an ISIN and CUSIP for both Reg S and Reg 144 with exemptions contained within the PPM and Term Sheet. I understand that I must provide the collateral and insurance policy "binder" to the Issuer to finalize the clearing house procedures in order to qualify for an approval for the project to pass compliance and to become asset-backed "Basel 3 to 5" and meet the new banking standards. I also understand that I must provide the authorization letter to the Issuer with the letter of recognition (LOR) by allowing the Issuer to become Beneficiary and Authorized Party for the insurance policy and collateral. This will allow the Issuer to attest the insurance policy and collateral to the SPV bond by a private deposit wrap. The wrap will then undergo an Attestation process by the securities attorney for source of wealth confirmation. This letter shall follow the SPV at all times.
The Issuer holds the right to unwrap any collateral or insurance policy at the sole discretion upon request. If requested by the collateral agent, principal or custodian, the Issuer must upon request unwrap their collateral if any breach of contract or misconduct accrue in accordance with the JV agreements or AUM agreements. The collateral agent, custodian advisor, custodian account advisor, principal or collateral custodian must request in written form to the Issuer to unwrap the collateral in accordance with the JV agreement or AUM agreement. This must be done after or before any program is initiated, if program has been confirmed the collateral agent, custodian advisor, custodian account advisor, principal or collateral custodian must allow the program to expire before any unwrapping can be performed by the Issuer. The Issuer must follow all contracts according to any collateral contracts, JV agreements, AUM agreements, profit-share agreements or payouts at all times while collateral is on program or in use. At the time of an unwrapped collateral, the line of credit is then released back to the issuing bank due to the fact that the collateral has not been secured. If this happens at any point of the SPV until maturity, the bond holder must pause the line or halt the line until other new collateral has been secured. The bond Holder must then notify the issuing bank and PPP that new collateral is being underwritten. The issuing bank and PPP will then freeze the line. Once the new collateral has been properly wrapped, the bond Holder must notify the issuing bank and PPP that the new collateral is attached. The issuing bank and PPP will then make the funds free and clear for immediate use.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS
Whereas Visions Capital is a private trust herein known as the (“Private Bond Provider (PBP)”) and Visions Capital Holdings LTD herein known as the (“Issuer”) both enter into a Private Joint Venture Agreement (JV), Asset Under Management agreement, Letter of Recognition with the bond Holder known as (“Holding Company or Holder”) with the project. The ("PBP") offers an off-ledger, off-balance sheet, hybrid and private “special purpose vehicle ("SPV") for (“Private Placement Program (PPP)”) or program under SEC 4(a)(2) exemption with Regulation S and/or Regulation 144a and/or FSMA exemption to create the Security Profile at the discretion of the Registrar, Transfer agent or DWAC service for the project within the ("SPV") instruments aka private placement SPV (“Bond”), Term Sheet, Private Placement Memorandum ("PPM") for the Qualified Institutional Buyers (QIBs), Sophisticated Investors, high net worth individuals, institutional buyers or Professional Investors that support global impact investing and business as missions with humanitarian, infostructure or other private purposes for projects across many industries. Off-Balance Sheet Activities appear on the balance sheet ONLY as memoranda items in nature. The bond Holder must submit to the Issuer the project and the company for (“due diligence”), ("FinCEN ID") and ("Collateral") for the Transfer Agents, Registrar, DWAC service and other agents assigned to complete the security profile. The bond Holder must also provide project insurance known as the (“Binder”) or ("Contractors Insurance") to the Issuer and must have the Issuer listed as the Authorized Party and Beneficiary to attest to the SPV bond in the form of a wrap with the "letter of recognition" to meet compliance standards. The Issuer will submit the authorization letters for both the collateral and insurance along with the term sheet and PPM to the Registrar, Transfer agent and/or Clearing House Depository service ("DTC") for the FAST program and/or DWAC service allowing the assigned SPV Bond to be cleared, eligible, registered, transmitted to the Databook entry system and transferred to the bond Holders SPV custodial account.
Whereas project owners or authorized parties of the project are seeking to engage Visions Capital to acquire the hybrid SPVs to become a bond (“Holder”) to leverage and support their qualified projects with compliant collateral, attest that collateral to the SPV for the benefit to acquire a (“lines of credit or letters of credit (LOC)”) from a receiver or receiving bank and the ability to navigate myriad global jurisdictions and licensed third-party service providers to move the hybrid SPVs on-ledger in private book entry system or custodial account with a complete and activate security profile for (“private placement program (PPP)”) with the goal of obtaining a cash equivalent instrument aka bond, program Deed of Agreement ("DoA"), ("a.k.a. Profit Sharing Agreement (PSA)"), with the ("Payment Guarantee Letter (PGL") to support the project(s). Both the bond Holder and the Issuer will become 50/50 revenue shareholders for the trade program until maturity. If any new trades are made while the SPV bond payments are still owed to the (PBP) then those new trades shall be an 80/20 split until maturity. The bond Holder has the right to 80% revenue shares while the Issuer has the right to 20% revenue shares after all DOA agreements are made until maturity. The bond Holder agrees to the all terms of the term sheet and the Repayment Schedule for all monthly repayments within the 5-year period or until the bond is paid back in full. This agreement is a binding obligation to the bond Holder.
I, the Holder and Principal, the undersigned, shall mean (“Qualified Institutional Buyers (QIBs), Sophisticated Investors, Private Investors or Professional Investors”)
Acknowledgment Agreement:
I, the Holder and Principal, the undersigned, understand and comprehend the type of Instrument, Term Sheet, PPM, Terms and Conditions and that the Exhibits contained within the issuance, SPV, Term sheet, PPM or other documents will be provided in Draft form by Visions Capital or Visions Capital Holdings LTD. All documents provided by either the ("PBP") or the Issuer must always be in Draft until the Final Documents are issued. Furthermore, I acknowledge that I/We have bank access, trade program access, or know of an entity or person that can provide us assistance to conduct transactions for the Special Purpose Vehicle for private book entry, acquire a line of credit or Private Placement Program. If I do not have this special access, a Trade Facilitator shall be assigned for 5.0% and attached to the program until maturity and listed on the genealogy for all trade payouts by the Paymaster.
I, the bond Holder and Principal, the undersigned, understand and comprehend the difference between Qualified Institutional Buyers ("QIB") under “Regulation 144a”, Sophisticated Investor under “Regulation D” Private Placement “SEC 4(a)(2)”, International Investors “Regulation S” and Professional Investor under “FSMA”. I understand that I fall under one of the categories listed above and will fall under one of the exempted categories. Furthermore, I understand that the Private Placement Memorandum (PPM) will be constructed under one of the exempted categories listed above and it is my sole responsibility to list the Issuer on the collateral and the insurance binder and provide the authorized letter with the letter of recognition (LOR) to the Issuer. The Issuer must be the Authorized Party and Beneficiary on both the collateral and the binder at all times until maturity. The bond Holder must maintain the collateral and binder until maturity of the bond or will be at risk of loosing the SPV privilege. Both the collateral and binder must be free and clear without any encumbrances until maturity.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that I will need to provide project insurance and attest the insurance binder over to Visions Capital Holdings LTD the issuer so that the bond maybe classified as (“Asset Backed”) through the ISIN and/or CUSIP CFI registry and sign over the insurance binder by way of “letter of recognition (LOR)” so that Visions Capital ("PBP") can wrap the binder with the SPV bond through the issuer.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that 90% of traditional bank officers will not know or understand to issue these types of instruments until they become transmitted to the custodial account by DWAC service. I also understand that the ISIN and/or CUSIP will take this from an off-ledger private book entry or Class L or private placement for institutional buyer, sophisticated investors or professional investors to look up the security profile once it has been through the Registrar services. I also understand that the ISINs and CUSIPs assigned to the SPV must be always maintained by the bond Holder until maturity, each ISIN and CUSIP assigned to the SPV bond shall be $1,000.00 each per year to maintain in total $4,000.00 USD per year. If the bond Holder does not pay, the bond Holder risks losing the ability to become the bond Holder and the Issuer must step in to maintain the profile. The bond Holder will be charged a fine of $100,000.00 USD for not maintaining the profile that must be paid if the bond Holder does not maintain the profile until maturity.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that before Visions Capital can issue this SPV; I am required to have full knowledge of the instrument, Term Sheet, PPM, Exhibits and other documents presented in order to implement and execute the liquidation state and perform as required for the line of credit (LOC) to become release by the “House Committee of Financial Services”.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that once Visions Capital issues this SPV; I am required to get a bank letter of credit (LOC) from the SPV custodial account and the SPV shall become an Asset Under Management (AUM) for the issuing bank of that line until the line is paid back in full in accordance with the issuing banks contact. Once the line is paid back in full, the SPV shall be come free and clear to start the line process or allowing the credit line to become available is revolving in nature.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that I need to always keep communication by way of text, email or phone call with the (PBP), Issuer with a minimum of weekly communication or risk losing this contract. If communication is requested, I will provide a detailed list on progress. If I refuse, this is grounds for immediate termination.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that preforming the Safekeeping Receipt (SKR) before the (PBP) or issuer approves this action, will violate all documentation and will be terminated immediately.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that I am to get a “Safekeeping Receipt” (SKR) as requested by the (PBP) or issuer once the security profile is completed, meaning the deposit into the SPV custodial account has been established. The completed documents will be considered the “compliance packet”. The compliance packet shall consist of the full security profile, PPM, Term Sheet, authority documents, collateral and binder. The compliance packet shall be presented to the SKR department.
I, the bond Holder and Principal, the undersigned, understand once the deposit has been received by the SPV custodial account and release of the letter of credit, credit line or line has been transmitted, the issuer at this time shall be paid the “closing cost” according to the term sheet. The LOC shall be presented to the (PPP) or program known as the (“Desk”) to acquire the Deed of Agreement (DOA) and Payment Guarantee Letter (PGL). At this time the Issuer acknowledges the 51% majority of vote to agree to the terms and conditions of the DOA on behalf of the Project and the bond Holder. The bond Holder and Issuer shall both sign the DOA and PGL to comply with the rules of the road and be placed into the program. At this time the project shall be able to take 2% as a non-recourse loan off the LOC if permitted by the program, to begin the project buildout stages. The remaining line from the LOC shall go into the trade program. The program shall consist with short bullets (7-to-10-day trades), 10-months or the 1-year 1-day trading cycles. At the discretion of the program, once the SPV custodial account has reached a cured stage of 1-year, the program can admit the line into the evergreen program for the 25-year trade program.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that I am to always follow all protocols within the “compliance” of the Hybrid SPV or risk losing this contact.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that the Issuer and bond Holder shall become 50/50 perpetuity on all trades and future trades until maturity. I also understand the statement above on any new trades for 80/20 until maturity.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that all fees are non-refundable, even if in the event I cannot perform or execute my performance or breach of contract occurs. I also understand that any fees from agents, registrars, transfer agents, clearing house’s, DWAC service, SPV custodial accounts, ISIN profile or other agent fees sent to the Issuer are also non-refundable and must be paid by the bond Holder. Once the wire is made by the Investors, project or the bond Holder it is non-refundable and non-recallable without recourse.
Furthermore,
I, the bond Holder and Principal, the undersigned, am wishing to proceed with “Visions Capital” for a Private Hybrid SPV Bond. I knowingly understand that the following upfront fee, origination fee, onboarding fee, Issuer fee, Corporate Advisor fee, Registrar fee, Transfer fee, DWAC service fee, Paying Agent fee or any other fees that is presented to the bond Holder is irrevocably non-refundable, non-recallable and understand to the best of my abilities, the roles I must follow to execute as the bond Holder for my project. I understand that once the Issuer “Visions Capital Holdings LTD” or “PBP” issues SPV bond and the ISINs and/or CUSIPs for the security profile, that I the bond Holder shall execute the security profile on my own accord. I also know from time to time that the Issuer may help guide me for understanding 3rd party’s roles to help execute the role that I will undertake as the bond Holder. I also know that I must make the decisions that is provided by the issuer from time to time.
I, the bond Holder and Principal, the undersigned, understand that this agreement shall be constructed and enforced in accordance with the laws of the United Kingdom, Cayman Islands, United States of America and the exemptions that follow this SPV, without reference to its conflicts of law rules. It is agreed that any action, suit or proceeding arising out of or based upon this agreement shall be brought in the Cayman Islands or any court of competent jurisdiction located in such District, or other Jurisdictions listed above. Service of any process by registered mail addressed to each party at the respective address above shall be effective service of process against such party for any suit, action or proceeding brought in any such court. The parties hereto (i) waive, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any Cayman Islands court or in any such court in the United Kingdom, (ii) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (iii) agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH BOND HOLDER OR COUNTER PARTY HERETO IRREVOCABLY WAIVES THE RIGHT TO ANY COURT PROCEEDINGS WITHIN THE ISSUANCE OF ANY VISIONS CAPITAL OR VISIONS CAPITAL HOLDINGS LTD SPV BOND OR SECURITY, THE BOND HOLDER WAIVES THEIR RIGHT TO PREFORM SUCH DUTIES AND ANY/ALL COURT PROCEEDINGS PRETAINING TO THIS PRIVATE SPV BOND OR PRIVATE SPV OR PRIVATE ISSUANCE FOR THE SECUITY PROFILE, ANY TRIAL OR TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO THIS SECURITY OR ARISING OUT OF THIS AGREEMENT SHALL BE IRREVOCABLY BE CONSIDERED VOID WITHOUT PREJUDICE AND SHALL BE DISMISSED IMMEDIATELY. ALL RIGHTS RESERVED.
I, the bond Holder and Principal, the undersigned, understand and comprehend that the following statements above agrees with the Visions Capital System with all its affiliates associated with the creation of the entire offering documentation and registration of the Hybrid SPV offering packet. These incudes all of the Hybrid SPV documentation, ISINs, CUSIPs, PPM, Legal review, due diligence review, Registration, Registrar, Transfer agent, Paymaster, DWAC service or other documents contained within this SPV and know that it is at the sole responsibility of the bond Holder to make the determination and decisions of how the security is created, offered and traded according to this contract contained within the SPV other than key responsibilities of the Issuer and (PBP) at their determination.
I, the bond Holder and Principal, the undersigned, shall follow all the rules of the road with providing a KYC, AML, Proof of funds, Proof of Project, due diligence packet, company information and have all Directors, Board Members or any other Officers, Positions, or someone else holding title under the bond Holders Company, Trust, LLC or someone else holding title under the Project, shall also provide a letter of agency or authority letters and must also undergo MNDA and due-diligence reviews. They must also go under MNDA to be in a privileged position to become invited to participate within this system and to understand this system. I also understand that all fees, upfront cost, origination fee, payments, closing cost, re-payments, trades or other types of funds provided to the Issuer or (PBP) or 3rd parties are non-refundable and non-recallable without recourse.
I, the bond Holder and Principal, the undersigned, understand and acknowledge that I will not hold the (PBP) or the Issuer or any of their directors, trustees, officers, or agents or 3rd parties or partnerships liable for any fees that may occur from time to time and understand that all 3rd party fees will be the responsibility of the bond Holder to complete the process.
I, the bond Holder and Principal, the undersigned, understand that all upfront fees are listed on the term sheet and understand that these fees are to the best of their ability to provide the most upfront idea of cost involved and understand that these fees may change from time to time for current going market rates. I also understand that fees will fluctuate depending on what jurisdiction the bond Holder is accepted to operate in by the Registrar and/or its affiliates. I also understand that any changes made to the security profile, PPM, Term Sheet will have fees that must be paid by the bond Holder. It is up to the agent if such changes are made to determine the fees or costs.
I, the bond Holder and Principal, the undersigned, acknowledge that I understand or know someone that understands registrar, transfer agents, paying agents, listing agents, exchange access, escrow agents, program, receiving banks, DWAC service, securities attorneys and understand that it is the responsibility of the bond Holder to execute the security profile fees, SPV custodial account fees or any other associated fees to bring this Hybrid Special Purpose Vehicle into trade program by acquiring a line of credit, letter of credit, credit line, revolving credit line or (LOC) for this SPV.
I, the bond Holder and Principal, the undersigned, know that I take full responsibility, with understanding and give informed consent of the Private Bond, PPM, Term Sheet, repayment schedule and know that I must fully comprehend the offering documents in order to explain or execute the SPV security instrument presented and fulfilled by the Issuer.
I, the bond Holder and Principal, the undersigned, understand and agree that I must use Visions Capital as the bond provider for all and any use for bonds, notes, instruments, security profiles, issuers, agents, projects, companies, partnerships and associated affiliates for all my project needs. Any outside issuance other than the entities within the Visions Capital system is a breach of contract and MNDA unless otherwise agreed upon by the (PBP), Issuer and the bond Holder. If a breach of contract occurs, all associated bonds, notes, instruments and securities profiles will be nullified effective immediately and the issuer shall at that point take full control of each profile established to continue as agreed upon for the project to ensure its success and the bond Holder shall lose its full abilities.
I, the bond Holder and Principal, the undersigned, must provide the full due diligence packet to undergo full review to meet the compliance of Visions Capital and all agents assigned. I understand that each project and company will undergo other due diligence obligations depending on the type of project. This is determined by the registrar, agents, DWAC service, receiving banks, SPV custodial accounts, agents, advisors and clearing house assigned. The basic due diligence must be provided by the Holder to the Corporate Advisor for the Project and all representatives.
I, the bond Holder and Principal, the undersigned, understand and comprehend each above statement to the best of my knowledge, that each statement is the sole responsibility of the bond Holder or the bond Holders company or Project and understand that Visions Capital is only here to issue the bond/note, to help guide the bond Holder along the way. All of Visions Capitals affiliates know that each decision I the bond Holder make along the way is held under private contract, MNDA, trade secrets, proprietary information, and at the decision of Visions Capital if I am un-qualified to preform it is at my own doing and lack of knowledge thereof. I understand once the project is considered qualified to process with the security profile, receives the identification with the ISIN and/or CUSIP and become transmitted by DWAC service or its agents to get a line of credit, letter of credit, credit line, revolving line or any other lines for the project to bring into private placement program or PPP. Visions Capital or its affiliates are not responsible for a receiver or bank to provide the line of credit.
I, the bond Holder and Principal, the undersigned, understand and comprehend that the word “affiliates” will refer to any 3rd party that helps along the way to get the security profile activated and transmitted to the SPV custodial account.
I, the bond Holder have read each line above and agree with the terms and conditions. I understand that moving forward I take full responsibility for completing the SPV as the bond Holder and will perform my obligations and duties to successfully complete all necessary steps within the term and condition of the term sheet, SPV and PPM. I also understand that it is my obligation to get the security profile, transmit the SPV and collateral into the SPV custodial account by DWAC service by the custodian depository, receive the line of credit, credit line, revolving line or letter of credit to pay the closing cost in accordance with the term sheet and provide the remaining line to the PPP or program. I also understand that the Privat Bond Provider (PBP) and Issuer will help educate and guide me on a case-by-case basis. I also understand that any arrogant or demanding personalities will guarantee a rejected applicate as the bond Holder abilities at any time within the SPV and will disqualify me immediately.
This policy does not supersede any draft or live documentation issued by the Private Bond Provider (PBP) & issuer. All bond Holders are bound to these rules within this policy. The issuer may from time-to-time update this policy to meet regulatory requirements.
UNDERSTANDING THE RULES OF THE ROAD
None of the customary standards and practices that apply to normal, conventional business, investing and finance applies to private funding programs. It is a “privilege” to be invited to participate in a Private Placement Transaction Program or PPP, not a “right.” All things considered, the trading administrators and their banks will favor the applicant who provides the best paperwork. An applicant should never underestimate what the trading entities knowledge about him. Failure to provide full disclosure will disqualify the disingenuous. Clients must first prove that they are qualified, not the other way around. Until the client is accepted by Compliance, the Traders, and Trading Banks, no placement can occur. The U.S. Patriot Act has introduced obligator compliance procedures. Face-to-face interviews with compliance officers and program management are occasionally required, but generally not necessary. Any arrogant or demanding personality will be guaranteed to be rejected. Only the principal owner of funds is required as signatory. Corporations must empower an Officer or Director as sole, exclusive signatory by using a Corporate Resolution. Not only do the funds have to be on deposit in an acceptable bank; they must also be in an acceptable jurisdiction. It is felony fraud to submit documents or financial instruments that are forged, altered or counterfeit. Such documents are promptly referred to the appropriate law enforcement agencies for immediate criminal prosecution. The practices, procedures and rules are determined by the U.S. Federal Regulatory Authorities, Western European Central Banks program management, licensed traders and trading banks. It is their decision whom to accept and whom to reject. Contract terms, yield, schedules, etc., are made to fit their needs and schedules and not the caprices or demands of the investors. This marketplace is highly regulated and strictly confidential, and absolute confidentiality by the investor is a key element of every contract. A client who breaks confidentiality will precipitate instant cancellation. Finally, submission of the application documents to more than one management group at a time is termed “shopping”. If an investor “shops” he can expect that this fact shall be quickly disseminated and known among the program management groups who maintain close communication and will then be accepted by non and rejected by all.
