T H E R O YA L G O L F E S TAT E S L I M I T E D PA RT N E R S H I P
R E S E RVAT I O N A G R E E M E N T
Deposit & Fee Agreement St. Kitts & Nevis Economic Citizenship Program
THIS AGREEMENT DATED AS OF THE _____ DAY OF __________, 2012 BETWEEN: CITIZENS INTERNATIONAL LIMITED (“Citizens International”) of Road Town, Tortola, British Virgin Islands, OF THE FIRST PART AND:
__________________________________________ an investor with an address at
__________________________________________
__________________________________________
(the “INVESTOR”) OF THE SECOND PART
WHEREAS:
A.
The INVESTOR wishes to subscribe to the real estate option (“Real Estate Option”) of the St. Kitts and Nevis Economic Citizenship Program under the St. Kitts and Nevis Citizenship Act, 1984, Part II, Section 3 (5) (“Program”) by investing into the Program-approved Royal Golf Estates Limited Partnership (the “Partnership”);
B.
The INVESTOR wishes to utilize the services of CITIZENS INTERNATIONAL to facilitate the INVESTOR’s application and investment (“Immigration Application”) under the Program;
C.
The INVESTOR wishes to retain CITIZENS INTERNATIONAL to provide legal advice and services in connection with the INVESTOR’s Immigration Application under the Program;
D.
As part of the services offered by CITIZENS INTERNATIONAL, CITIZENS INTERNATIONAL agrees to pay the INVESTOR’s legal fees and certain disbursements, as more particularly described in this Deposit and Fee Agreement (“Agreement”); and
E.
The parties wish to enter into this Agreement to outline the terms and conditions upon which the INVESTOR will pay the Deposit (hereinafter defined) and the balance of the Citizens International Fee (hereinafter defined) and CITIZENS INTERNATIONAL in conjunction with their regional agent of record will provide services to the INVESTOR with respect to the Immigration Application as hereinafter defined.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the promises and mutual covenants herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, THE PARTIES HEREBY COVENANT AND AGREE as follows:
1.
DEPOSIT AND FEES
1.1.
The total fees charged to facilitate the INVESTOR’s Immigration Application are $75,000 to CITIZENS INTERNATIONAL (the “Citizen International Fee”),
1.2
Immediately upon execution of this Agreement, the INVESTOR will 1.2.1. transfer the deposit of $10,000 (the “Deposit”), in accordance with the wire transfer instructions attached hereto as Schedule C of this Agreement; and 1.2.2. complete Schedule B of this Agreement to allow CITIZENS INTERNATIONAL to conduct an initial due diligence check on the INVESTOR and review their suitability for an Immigration Application (the “Initial Review”).
1.2.
Upon a satisfactory Initial Review, the Deposit will become non-refundable and form part of the Citizens International Fee. If the Initial Review is unsatisfactory, CITIZENS INTERNATIONAL shall promptly inform the INVESTOR and $5,000 of the Deposit will be returned to the Investor.
1.3.
Subsequent to the occurrence of Subsection 1.2 hereof, CITIZENS INTERNATIONAL will instruct the INVESTOR to transfer sufficient funds to the Escrow Account in order to: a)
complete the real estate purchase under the Real Estate Option of the Program by investment into the Partnership (the “Investment”), as set forth in Schedule D of this Agreement;
b)
pay for all Government application fees (“Application Fees”), as set forth in Schedule A of this Agreement; and
c)
pay the balance of the Citizen International Fee of $65,000 (“Balance”).
1.4.
Any interest earned on INVESTOR funds while held in the Escrow Account will be for the account of CITIZENS INTERNATIONAL.
1.5.
The funds referred to in Section 1 hereof will be released as follows: a)
the Application Fees to the Government, when the Immigration Application is submitted to the Government;
b)
the amount required to complete the Investment to the Partnership or the Partnership’s legal representative, on the closing date of the Purchase; and
c)
the Balance to CITIZENS INTERNATIONAL, upon submission of the Immigration Application to the Government, with such payment of the Balance subject to Subsection 10.2 hereof.
2.
DESCRIPTION OF SERVICES
2.1.
Upon receipt by CITIZENS INTERNATIONAL of the following: a)
all funds required to be paid by the INVESTOR, in accordance with Section 1 of this Agreement;
b)
an Initial Review satisfactory to CITIZENS INTERNATIONAL of the INVESTOR and all dependants of the INVESTOR in the Immigration Application; and
c)
an executed copy of the Purchase and Sale Agreement relating to the Purchase,
Citizens International will prepare and submit, on behalf of the INVESTOR, within 30 days of the occurrence of paragraphs 2.1 a) through c) above, the Immigration Application under the Program to the Government. 3.
EXCLUDED SERVICES
3.1.
It is understood and agreed that the services provided by CITIZENS INTERNATIONAL hereunder will not include incorporation of a company, translation, medical examinations or certificates of no criminal conviction/good conduct, accounting services, or removal of terms and conditions on the INVESTOR citizenship, if any. Such services can be provided by CITIZENS INTERNATIONAL for additional fees.
3.2.
It is understood and agreed that the services to be provided by CITIZENS INTERNATIONAL on behalf of the INVESTOR as set forth in section 2.1 above will not include, upon denial of the Immigration Application, by the Government, any appeals, motions for reconsideration or re-opening of the INVESTOR’s application.
4.
ADDITIONAL SERVICES REQUIRED
4.1.
It is understood and agreed that if, in the opinion of CITIZENS INTERNATIONAL, additional services are required in connection with the preparation and submission of the Immigration Application that are not specifically described herein and the parties are unable to agree upon the fees payable for the performance of such additional services, CITIZENS INTERNATIONAL may terminate their engagement by the INVESTOR hereunder.
5.
OTHER FEES AND DISBURSEMENTS
5.1.
The INVESTOR will also be responsible for the payment of medical examination fees, if applicable, directly to the Medical Practitioner.
5.2.
If there are any travel expenses, translation fees, excessive courier charges or other additional fees and disbursements required to complete the Immigration Application, the INVESTOR will be required to pay those fees and disbursements directly to CITIZENS INTERNATIONAL, forthwith upon request by CITIZENS INTERNATIONAL.
6.
CONSENT TO BACKGROUND VERIFICATION REPORT
6.1.
Each of the INVESTOR and all applicable dependants of the INVESTOR will execute a “Consent to Background Verification Report” (“Consent”), a form of which is attached hereto as Schedule B, and deliver the Consent to CITIZENS INTERNATIONAL.
7.
REQUEST FOR ADDITIONAL INFORMATION AND OTHER MATERIALS
7.1.
The INVESTOR agrees to comply with all reasonable requests of CITIZENS INTERNATIONAL and to provide such information and other materials as CITIZENS INTERNATIONAL may request from time to time in respect of the Immigration Application in a reasonable and timely manner. The INVESTOR understands and agrees that failure to comply with such requests for information and/or other materials shall be grounds for termination of services by CITIZENS INTERNATIONAL under this Agreement.
8.
AUTHORIZATION TO DISCLOSE INFORMATION
8.1.
The INVESTOR hereby irrevocably directs and authorizes CITIZENS INTERNATIONAL to collect, supply, furnish and disclose to its subsidiaries and affiliates, any and all information, materials and documents which may at any time and from time to time become aware of or have or hold in its possession relating to the INVESTOR and/or the Immigration Application (collectively, “Investor Information”).
8.2.
The INVESTOR agrees to promptly advise CITIZENS INTERNATIONAL of any and all Investor Information that a reasonable person would deem likely to have a material adverse effect on the success of the Immigration Application.
8.3.
The INVESTOR hereby consents to the transfer of personal information (collected as part of this Immigration Application) to affiliates of CITIZENS INTERNATIONAL, to be used solely by CITIZENS INTERNATIONAL and its affiliates for the purpose of facilitating account opening procedures, if applicable.
9.
WITHDRAWAL OF APPLICATION BY INVESTOR
9.1.
In the event the INVESTOR withdraws his Immigration Application prior to the submission of the Immigration Application, 50% of the Deposit will be refunded to the INVESTOR and 50% of the Deposit will be forfeited to CITIZENS INTERNATIONAL.
9.2.
In the event the INVESTOR unilaterally withdraws his Immigration Application after the Immigration Application has been submitted to the Government, the full Citizens International Fee will be non-refundable and forfeited to CITIZENS INTERNATIONAL.
10. 10.1.
REFUND OF CITIZENS INTERNATIONAL FEE If the Immigration Application is unsuccessful because of the happening of one or more of the following events, the INVESTOR agrees that the Deposit and the Balance shall be non-refundable: a)
the INVESTOR fails to address or respond within 90 days to any Government requests, including, without limitation, a request to attend a Government interview, or a request for supplementary documents;
b)
any information which the INVESTOR has provided in respect of the Immigration Application that is untrue, fabricated, inaccurate or incomplete, as determined by the Government or through other sources;
c)
the Immigration Application is unsuccessful as a result of the INVESTOR’S failure to meet health or security clearance standards or requirements; or
d)
the INVESTOR fails to complete the required investment under the Real Estate Option.
10.2.
In the event the Immigration Application is unsuccessful for any reason other than those set forth in Subsection 10.1 hereof, the INVESTOR shall be entitled to the return of the Balance, but the Deposit shall be nonrefundable.
11.
NO GUARANTEES
11.1.
It is acknowledged and agreed that CITIZENS INTERNATIONAL has not made any representations, warranties or guarantees with respect to the outcome of the Immigration Application, nor as to the time frame for the review and decision by the Government of the INVESTOR’s Immigration Application.
11.2.
It is further acknowledged and/or agreed that CITIZENS INTERNATIONAL will not be responsible for changes in regulations or St. Kitts and Nevis immigration legislation applicable to citizenship applications that may become effective subsequent to the date of this Agreement.
12.
CURRENCY
12.1.
All references to amounts in this Agreement are to US Dollars.
13.
ELECTRONIC MEANS
13.1
Delivery of an executed copy of this Agreement by electronic facsimile transmission, e-mail or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement.
14.
COUNTERPARTS
14.1.
This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.
15.
NOTICES
15.1.
Any notice, demand or other communication required or permitted to be given to any party hereunder shall be given in writing or by email and addressed as follows (or to such other address as the addressee party may from time to time provide in a notice given under this section 15): a)
In the case of CITIZENS INTERNATIONAL: PO Box 180 Suite 467 St. John’s, Antigua Attn: Mr. Jimmy Webster Email: jwebster@citizensinternational.com
b)
In the case of the INVESTOR:
(a)
Tel: ______________________ Fax: _____________________
(b)
Email: _________________________________
(c)
Attention: _________________________________
any such notice shall be deemed to be sufficiently given if personally delivered or sent by email or facsimile transmission, and in each case shall be deemed to have been received by the other party on the same day on which it was delivered or sent by email or facsimile transmission, if such day is a business day and, if not, on the next following business day. 16.
Governing Law
This Agreement shall be governed by the laws of St. Kitts & Nevis. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of St. Kitts & Nevis and the parties hereto expressly consent to the exercise of jurisdiction in the courts of St. Kitts & Nevis in connection with any such dispute. 17.
Governing Language 合約语言
We have requested, and with your agreement, that this document be written in the English language with a translation into simplified Chinese. However, in the event of any discrepancy between the English language version and any other language, the English version shall prevail. 我们要求，并已获得您的同意，此合约书的签订语言为英文。虽然此合约书被翻译成简体中文，如果与 英文版本或任何其他语言有冲突，将以英文版本为准。
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written.
CITIZENS INTERNATIONAL LIMITED
Per: _______________________________ Date: ___________________________________
Authorized Signatory
INVESTOR
___________________________________ Date: ___________________________________ Witness
___________________________________ Date: ___________________________________
SCHEDULE A FEE SCHEDULE FOR ST. KITTS & NEVIS CITIZENSHIP & INVESTMENT PROGRAM AS SET OUT BY THE GOVERNMENT OF ST. KITTS & NEVIS
DUE DILIGENCE FEES A)
Principal Applicant
$7,500
B)
Dependent over the age of sixteen years
$4,000
GOVERNMENT APPLICATION FEES A)
Principal Applicant:
$50,000
B)
Spouse of Main Applicant:
$25,000
C)
Each child of Principal Applicant under eighteen years of age:
$25,000
D)
Each qualified dependent of the main applicant over the age of eighteen years, other than his or her spouse:
$50,000
SCHEDULE B CONSENT TO CONDUCT INITIAL DUE DILIGENCE PERSONAL INFORMATION-ACKNOWLEDGEMENT AND RELEASE FORM
In consideration of the payment of the sum of ONE DOLLAR ($1.00), receipt of which is hereby acknowledged, and other good and valuable consideration, I, the undersigned, residing at:
________________________________________________________________________________
________________________________________________________________________________
(Passport No. ______________issued by ___________________ on ________________ and expiring on
__________________) hereby acknowledge and agree that, by completing and signing this form, I am authorizing Citizens International Limited (“CITIZENS INTERNATIONAL”), or whomsoever they may from time to time direct and their appointed agents and/or their affiliates, to make enquiries, verifications and/or searches (collectively, “Searches”) about my personal and/or business background and produce an Initial Due Diligence Report (“IDDR”) for review and consideration of CITIZENS INTERNATIONAL for the purpose of my application for the St. Kitts and Nevis Citizenship by Investment Program (the “Immigration Application”). I further acknowledge and agree that CITIZENS INTERNATIONAL may share any or all of the information contained in the IDDR with any other third party in connection with my Immigration Application (including, without limitation, the government of St. Kitts & Nevis or other government bodies, authorised financial institution(s) in St. Kitts and Nevis that will be assisting me with financing and/or selecting and maintaining qualifying investments and/or professional advisors) (collectively, “Third Parties”), in relation to my Immigration Application. I hereby permit CITIZENS INTERNATIONAL to use, disclose, furnish and/or transfer such information to Third Parties, in accordance with this Acknowledgement and Release Form for such purposes. I further acknowledge and agree that these Searches may be obtained from a number of sources, including, without limitation, governmental departments and/or offices, and/or other third parties (which CITIZENS INTERNATIONAL and/or their agents choose, in their sole discretion, to consult). I hereby RELEASE AND FOREVER DISCHARGE, and by this Acknowledgement and Release do for myself, my successors and assigns, remise, release and forever discharge each of CITIZENS INTERNATIONAL and their respective agents and affiliates, and their respective successors and assigns, of and from any and all actions, causes of action, claims and demands, whether at law or in equity, which have resulted from, or may in any way arise out of, the subject matter of this Acknowledgement and Release, including, without limitation, the searches. This Acknowledgement and Release will be governed by and construed in accordance with the laws of St. Kitts and Nevis, and the parties hereby submit to the jurisdiction of the Courts of competent jurisdiction of St. Kitts and Nevis in any proceeding hereunder.
I agree that delivery of an executed copy of this Acknowledgement and Release by electronic facsimile transmission, electronic mail or other means of electronic communication capable of producing a printed signed copy will be deemed to be execution and delivery of this Acknowledgement and Release.
DATED at________________________________this____day of________________________, 2012 SIGNED, SEALED and DELIVERED by _______________________________________ In the presence of:
Signature of Witness
Print Name
Address
Occupation
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )
ADDITIONAL REQUIRED INFORMATION
Title: ______________
Full Name (Surname in capital letters):
____________________________________________________
Full Name (In Ethnic Script):
____________________________________________________________
Â
Â
Any Former Name(s) (name change/maiden names and include dates of change):
________________________________________________________________________________
Date of Birth: ________________________________
Place of Birth: _____________________________________________________________________
Current Citizenship(s): _________________________________________________________________
Passport Number: _______________
Issuing Authority: ________________
Date Issued: ____________________
Place where Issued: ______________ Full Current Home Address: ____________________________________________________________ Telephone Numbers:
(Office) ________________ (Home) ________________ (Mobile) _________________
SCHEDULE C
Transfer instructions in US$ for CITIZENS INTERNATIONAL escrow account with –
Account Name: ‘Corporate Capital (Asia) Limited’ Bank Name: The Hongkong & Shanghai Banking Corporation Ltd. Account No.: 502-488745-838 Swift Code: HSBCHKHHHKH
帳戶名稱：Corporate Capital (Asia) Limited 銀行名稱：香港上海匯豐銀行有限公司 帳號： 502-488745-838 斯威夫特碼： HSBCHKHHHKH
SCHEDULE D PARTNERSHIP INVESTMENT DETAILS
Partnership Name
Partnership Address
Investment
Royal Golf Estates Limited Partnership
858 Zenway Blvd., Frigate Bay, St. Kitts
$400,000