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Page 1 of 4
Whereas,
the
LOCCA
provided
to
VWR
by
the
City
of
Kobe
includes
a
condition
that
VWR
position
a
minimum
of
$5,000,000
capital
in
an
escrow
account
on
or
before
June,
30th
2015
that
can
be
verified
by
a
Bank
located
in
Kobe,
Japan,
to
show
initial
capitalization
capacity.
Whereas,
VWR
has
been
in
discussions
with
the
City
of
Kobe
and
an
understanding
has
been
reached
that
an
extension
to
the
LOCCA
June
30th
deadline
will
be
confirmed
in
writing
to
provide
adequate
time
for
VWR
to
complete
the
time
sensitive
conditions
of
the
LOCCA.
NOW,
THEREFORE,
in
consideration
of
the
premises
outlined
above,
VWR
is
inviting
investors
to
participate
as
Founding
Members
in
VWRK
under
the
following
terms
and
conditions:
1) Investor
Capital
Contributions
a. All
capital
contributions
discussed
in
this
document
are
in
US
dollars
and
will
be
in
the
form
of
a
debt
investment
in
VWRK
with
certain
returns
as
set
out
elsewhere
below
in
this
document.
b. This
Tier-1
raise
is
for
investment
funding
in
the
amount
not
to
exceed
fifteen
million
dollars
($15
MM)
maximum
and
a
minimum
of
$5
MM
for
the
terms
listed
herein.
Investment
sums
offered
by
an
investor
greater
than
$15
MM
will
be
considered
and
accepted
under
a
Tier-2
raise
subject
to
separate
Tier-2
raise
investment
terms
and
conditions
to
be
negotiated
and
agreed
upon
between
VWR
and
the
investor.
c. VWR
is
seeking
a
minimum
capital
contribution
from
one
or
more
investors
in
minimum
increments
of
$1
MM
that
will
equal
in
total
the
minimum
$5
MM
required
to
comply
with
the
funded
escrow
condition
of
the
LOCCA
and
that
can
be
verified
as
being
in
escrow
with
a
major
Japanese
bank
having
a
branch
in
Kobe,
Japan.
d. The
initial
capital
contribution(s)
will
be
deposited
into
an
escrow
and
will
remain
in
the
escrow
until
certain
conditions
are
met
and
certain
tasks
are
accomplished
where
upon
the
funds
will
either
be
delivered
to
the
account
of
VWRK
or
released
back
to
the
investors
as
per
the
terms
and
conditions
of
the
escrow.
2) Parties,
Terms
and
Conditions
of
the
Escrow
a. The
Parties
to
the
escrow
will
be
VWR
and
the
investor(s).
b. The
investor(s)
shall
deposit
liquid
US$
funds
into
the
escrow.
c. VWR
shall
deposit
a
Letter
of
Assignment
that
will
obligate
VWR
to
transfer
its
rights
to
the
Long-Term
Land
Lease
for
the
land
areas
of
the
Port
of
Kobe
and
the
associated
Development
Rights
(the
Lease)
to
VWRK
upon
its
organization.
d. All
parties
shall
execute
a
Letter
of
Obligation
to
Implement
that
states
that
each
party
shall
perform
the
necessary
actions
to
facilitate
the
implementation
and
organization
of
VWRK
in
a
timely
manner
and
according
to
the
Terms
and
VWR-Invitation
for
Founding
Member
Participation,
VWRK
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Page 3 of 4
c. The
Note
shall
also
mature
in
one
year
and
be
due
and
payable
in
full
to
the
investor
on
or
before
the
one-year
anniversary
of
the
Note.
d. Early
payment
of
the
principal
and/or
interest
shall
be
at
the
discretion
of
VWRK
depending
on
early
availability
of
liquid
assets
and
cash
flow
requirements.
e. In
addition
to
the
above
described
simple
interest
return
on
the
Note,
the
note
holder
shall
receive
shares
in
number
at
a
ratio
1/5th
of
one
share
for
each
one
dollar
($1)
invested.
In
example,
for
an
investment
of
$5MM,
the
investor
will
receive
one
million
Class-B
shares
in
VWRK
to
be
considered
a
return
on
their
debt
investment
in
VWRK.
These
shares
shall
be
issued
as
founders
shares
to
the
investor
at
the
time
of
organization
of
the
company
in
Japan.
Expression
of
Interest
and
Intent
to
Invest
as
a
Founder
in
VWRK
The
undersigned
investor(s)
acknowledges
that
they
have
read
the
above
written
description
and
terms
of
this
Invitation
for
Founding
Member
Participation-Kobe
Waterfront
Development
Project,
Japan
and
hereby
confirm
their
interest
and
intent
to
participate
as
a
Founding
Member
by
making
a
debt
investment
contribution
to
the
new
corporation
Vegas
World
Resort
Kobe,
Inc.to
be
organized
in
Japan.
I
,
the
undersigned
Investor(s)
(Written
Name)
________________________________________
___________________________________________________confirm
that
I,
and/or
the
legal
entity
through
which
I
will
be
making
an
investment
is
a
qualified
accredited
investor.
I
hereby
state
that
it
is
my
intent
to
provide
a
debt
contribution
investment
in
the
amount
of
___________________________________________________
to
VWRK
in
return
for
becoming
a
founding
member
of
VWRK
subject
to
the
general
terms
and
conditions
set
out
in
this
Invitation
document,
and,
subject
to
a
Founders
Agreement
to
be
drafted
and
executed
between
me
and/or
the
following
legal
entity
_______________________________________
and
Vegas
World
Resorts,
Inc.
The
Founders
Agreement
will
set
out
in
detail
all
responsibilities,
obligations,
terms
and
conditions,
including
the
terms
and
conditions
set
out
in
this
Invitation
that
will
apply
to
the
founding
members
of
VWRK.
INVESTOR
__________________________________________
Date:
________________________
INVESTOR
__________________________________________
Date:
________________________
INVESTOR
__________________________________________
Date:
________________________
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