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Capital Enhancement
Club
(please print, sign, and fax the first and last page to
any one of the following fax numbers: (270) 294-7386, (270) 517-9510, (614) 386-2731, +49-221-271-1067, +852-301-00564 )
Venture Partner’s Name:
____________________________________________
Venture Partner’s Fax Number: ______________________________________
Email Address (copy 1 of 2): _________________________________________
Email Address (copy 2 of 2): _________________________________________
Venture Partner’s Sponsor: __________________________________________
To: The
Joint Venture Managing Partner
Re: Proposed Joint Venture Agreement
ATTESTATION
1.
Attestation regarding my/our intent to participant in the Joint Venture
Program:
A. I/we
confirm that I/we am an accredited and experienced investor, as defined by the
Securities Regulations for Private Investors under the Securities Act of 1933
and it’s amendments and hereby confirm and attest with full legal
responsibility, under penalty of perjury, that I/we am ready, willing and able
to enter into a private Joint Venture Agreement, subject to my/our approval of
the participation contract and that I/we have full legal and bank acknowledged
signatory control over the referenced assets which are immediately available and
freely transferable by my/our-self without consent of any third party.
B. My/Our initial private
placement participation will be in the form
of USD cash; in the amount of _________________ United States Dollars
($____________ USD) currently on deposit at ___________________(bank name).
2.
Attestation regarding source of funds: I/we certify with full responsibility, that these funds are
free from any and all tax, imposts, levies, duties, charges, liens or
encumbrances of any nature whatsoever, and are under my control and discretion,
and are immediately available. I/we
further attest that my/our funds are good, clear and legally earned or obtained,
and of non-criminal origin.
3.
Attestation regarding personal affiliations:
A. I/we hereby avow, state
and represent under the risk and penalty of perjury, that I/we am not an
informant, nor associated with any informant, nor with an government or
government agency, domestic or international, including but not limited to
internal Revenue Service’ (IRS), “Federal Bureau of Investigation” (FBI),
“Central Intelligence Agency (CIA), “Securities and Exchange Commission”
(SEC), “Her Majesty’s Police”, and “The Intelligence Services of Great
Britain” and “Serious Fraud
Office” (SFO), The “Inland Revenue Customs and Excise”, the “Banking
Federation of the European Securities Market Association”, “Interpol”,
“International Chamber of Commerce (ICC) Banking Commission”, or any other
agency whose purpose is to gather information concerning this transaction.
B. I/we herein attests to
the fact that I/we are not seeking out evidence which may serve as the basis for
any charge of violating any laws or regulations of any nation or government.
Declaration is also made that no aspect of this transaction has been or
will be used as the basis for any charge of violating any laws or regulations of
any nation or government. I/we
release the Managing Partner and all associated parties from any criminal or
civil liabilities and/or penalties as well as any losses incurred by
my/our-self.
C. I/we hereby confirm and
attest that I/we am an accredited personage and that neither you nor anyone
acting on your behalf has solicited me/us in anyway, that any transaction I/we
engage in with you does not involve the sale of securities, and that the
documents that I/we have and will receive shall not be deemed to be a
solicitation, an inducement to contract, or associated with the sale of
securities in any manner.
4.
Attestation regarding my/our local legal issues: I/we
herein attest that the requested materials and business transactions will not
violate any federal, state, or local laws, regulations, or community standard,
and I/we agree to bear the full, complete, and sole responsibility for bringing
such material into whatever community desired.
5.
Attestation regarding legal reliance:
I/We understand that the contemplated transaction is strictly one of private
placement and the contemplated transaction does not rely upon or relate to the
United States Securities Act of 1933 as amended or related regulations, the
Securities and Futures Commission in Hong Kong, or Section 57 of the Financial
Services Act 1986 (the "FSA") in the United Kingdom, and does not
involve the sale of securities, further, I/we understand that all materials and
information received as a result of this Attestation are not intended for the
general public and are for private informational use only.
6.
Attestation regarding informational use of received materials:
A. I/We hereby confirm that
I/we have requested of you and your representatives, specific confidential
information and Documentation on behalf of my/our-self regarding your currently
available Joint Venture Agreement to serve my/our interests and purposes only
and not for further distribution. I/we
hereby agree to keep all information received from you strictly confidential and
proprietary.
B. I/we hereby declare that
I/we am fully aware that the information received or to be received from you is
in direct response to my/our request and is not considered or intended to be a
solicitation of any kind, or any type of offering, and is intended solely for
my/our general knowledge only.
I/we hereby affirm I/we
have requested information from you and your representatives of my/our own
choice and free will, and further, that you have not solicited me/us in any way.
C. I/we confirm that I/we
was not provided any forms of an “inducement to contract” such as quoting
specific rates of return which may or may not be available.
I/we further confirm that there are no written or implied guarantees of
earnings provided by you in any literature, materials, conversations, or
information furnished and that it has been clearly stated that all
non-traditional business transactions (including the potential Joint Venture
Agreement) carry a high degree of risk. I/we
also further confirm that this transaction entails no payment of any “up
front” fees for services you may provide me/us.
7.
Attestation regarding Accounting, Tax, and Legal advice in general:
A. I/we affirm that I/we
have not at any time, past or present, received any investment, legal, or tax
advice, or a promise or implication of any monetary gain from you or your
organization. Furthermore, I/we
acknowledge that I/we have been advised to consult my/our own counsel and
accountant in regards to tax, financial, accounting, legal, and related matters.
B. I/we acknowledge that you
and your organization have fully disclosed that you and your organization are
not a licensed security trader, licensed securities broker, government employee,
attorney, bank officer, CPA, or a certified financial planner, and that all
Joint Venture activities are conducted by a non-American private individual in
accordance with the mandate specified in a Joint Venture Agreement of which I/we
am the Venture Partner.
8.
Attestation regarding the non-disclosure of confidential information:
A. I/We, the undersigned,
hereby confirm that I/we have requested of you and your organization specific
confidential information and documentation on behalf of ourselves regarding a
loan I/we seek to make and that any information you provide referencing a
possible loan will only serve only my/our interest and purposes and not for
distribution. I/We hereby agree to
keep all information received from you strictly confidential and shall not
disclose any of it to any third party.
B. I/we understand that this
is a highly confidential and private transaction and hereby fully agree to keep
all aspects of this transaction, and any transaction now pending or in the
future, strictly confidential for a period of five (5) years from the date of
this Attestation. It is understood
and agreed that the ICC Non-Disclosure, Non-Circumvention, and Force Majeure
rules apply to this Attestation, the entire transaction, and the potential Joint
Venture Agreement, and I hereby irrevocably agree to the current applicable
standards of the International Chamber of Commerce which are incorporated herein
by reference.
C. I/we affirm that, for the
purposes of this Attestation, “Confidential Information” shall be deemed all
information, data, calculations, computer programs and software facilities,
structures, projects, and capital enhancement services, facilities and programs,
investment techniques, relationships, contacts, buyers and sellers, agents,
consultants, clients, customers, intermediaries, banks, trusts, addresses,
telephone numbers, facsimile numbers, telex numbers, e-mail and Internet access
addresses, or other means of communication, and includes, not so as to limit the
generality of the foregoing, bank information, transaction codes and references,
bank coordinates, borrower and lender identification, government ministers and
officials, business, trusts, corporations, groups, individuals, partners,
brokers, terms and conditions, provisions and essential operation of all
discussion, letters, faxes, memoranda, documents, contracts, leases, bank
instruments, licenses, permits, privileges of any nature or kind which has been
or will be disclosed, or discovered directly or indirectly by us or you / your
organization. The identity of each
shall remain confidential during negotiations, and for each contract or
transaction, for the duration of this agreement. The information is considered to be the sole property of the
originating party whose disclosure shall be at his/her discretion.
D. I/we agree that should
subsequent knowledge and passing of said information to certain parties,
resulting in a loss to the Managing Partner in any way, the Venture Partner and
any and all parties utilizing the Information shall be severely and wholly
liable for such loss to the aggrieved party.
E. I/We hereby confirm that
the Confidential Information is the property of the respective Parties, and that
such information has commercial value.
9.
Attestation regarding my/our miscellaneous legal covenants:
A. I/We affirm that this
Attestation document is a binding full recourse commercial agreement. All sections herein shall conform to the International
Chambers of Commerce (ICC) Rules and Regulations, latest edition.
B. I/We affirm that this
Attestation document revokes, discharges, and supersedes all prior
representation including warranties or agreements, written or oral, between the
Parties concerning the subject matter of this Attestation document, except as
specifically set forth herein.
C. I/We hereby acknowledge
and agree that I/we have been given the opportunity to independently review this
agreement with legal council and/or has the requisite experience and
sophistication to understand, interpret, and agree to the particular language of
the provision hereof. In the event of ambiguity in, or dispute regarding the
interpretation of it, the interpretation of this agreement shall not be resolved
by any rule of interpretation providing interpretation against the Party who
causes uncertainty to exist against the Managing Partner.
D. I/We hereby agree that
each Party, hereto, acknowledges that each possesses other interest and
business, and that this association is a non-exclusive association, and only
relates to the commerce herein and/or hereafter as otherwise agreed to by the
Parties, in writing.
E. It is agreed that this
facsimile Attestation document and any other documents as necessary, duly signed
by me/us are deemed effective and legally binding as a delivered original.
This
Affidavit may be signed in several counterparts, each of which shall be deemed
an original and may be transmitted by facsimile.
F. I/We confirm that with
my/our signature below, all corporations, organizations, companies, or
individuals of which the I/We are a part to, or who would financially benefit
from this association, are bound by this Attestation.
10.
Attestation certifying my/our agreement to the previous statements:
I have executed this Affidavit on the date indicated below, and affirm that all statements herein are made under penalty of perjury attested to be True. Thanking you in advance for responding to my request to participate.
Agreed to and Accepted by:
Venture Partner’s Signature: _______________________________
Printed Name/Title: ______________________________________
Signature Dated: _________________________
Instructions to
complete this Attestation:
1. Please read and
understand all sections and paragraphs herein.
2. Please print this document and complete the basic personal information at the beginning of the Attestation. Clearly print the same email address twice.
3. Please sign the “Agreed
to and Accepted by” section if you are ready to move forward.
Please ensure you agree with this attestation before signing.
4. Please fax the first and last page of this document to any 1 (one) of our US fax-to-email telephone numbers at (270) 294-7386, (270) 517-9510, (614) 386-2731, +49-221-271-1067, +852-301-00564 . It will not be possible to receive a Joint Venture Agreement or discuss the Joint Venture in any way without receipt of this signed Attestation.
5. If you are having troubles printing this form, please highlight the page first.
(This section is off limits except as stated in our electronic Non-Solicitation, Non-Circumvention, and Non-Disclosure Agreement)