By accessing the Easyterms Ltd. Investor Portal, I acknowledge and agree to the following terms:
1. Regulatory Notice
I, [Full Name], residing at [Full Address], understand that the Securities Commission of The Bahamas (SCB) has not evaluated or endorsed the merits of the securities offered through this portal, nor has the SCB verified the accuracy or completeness of the information provided.
I recognize that any statement to the contrary would be unlawful.
I understand and acknowledge that there is no established market for these securities, and that I may face limitations or be unable to resell securities acquired through this portal.
2. General Risk Warning
Reliance on Portal Information: My decision to invest in Preference Shares acquired through this portal must be based solely on the materials provided within this portal. I understand that no individual, including dealers or representatives, is authorized to provide information or make representations outside of this platform. I must not rely on unauthorized information or representations.
Accuracy and Timeliness of Information: I acknowledge that the information provided via this portal is current as of its stated date and may be subject to change. Easyterms Ltd. does not guarantee the reliability of information provided by external sources.
Legal Compliance and Jurisdictional Restrictions: I understand that the Preference Shares offered via this portal are limited to jurisdictions where it is lawful to do so. This platform does not constitute an offer to sell securities in any jurisdiction where such an offer would be unlawful. I understand and acknowledge that I am responsible for complying with applicable legal requirements.
Use of Information: I agree that the materials provided via this portal are for my use in evaluating the Preference Shares. I may not distribute, copy, or disclose the said information without the issuer’s prior written consent, except to advisors engaged to assist me.
Independent Evaluation: I understand and acknowledge that I am responsible for independently assessing the merits and risks of investing in Preference Shares offered via this portal. I understand that the information provided does not constitute legal, tax, or investment advice and that I should consult my personal legal and professional advisors to address these considerations.
Issuer’s Responsibility: I acknowledge that Easyterms Ltd. is solely responsible for the information contained within this portal. To the best of the knowledge of Easyterms Ltd., the information contained herein is accurate and complete in all material respects.
Regulatory Disclosure: I understand that the offerings made via this portal are not required to be registered with the Securities Commission of The Bahamas (SCB). The SCB has not verified the accuracy of the information provided and assumes no responsibility for the financial soundness of Easyterms Ltd. or the securities offered.
Limitations and Discretion: I acknowledge that Easyterms Ltd. reserves the right to withdraw any offering(s) at any time or reject any subscription, in whole or in part, at its sole discretion.
By proceeding, I confirm that I have reviewed the materials provided and understand my obligations under applicable laws and the contents of this notice.
3. Terms & Conditions of Preference Share Offers
I acknowledge that each preference share offer made through this investor portal shall bear its own terms. I understand that the terms and conditions of each share offer may vary and that I am responsible for reviewing and understanding the specific details of any share offer before accepting it.
4. Accredited Investor Declaration
I hereby declare and confirm that I am an Accredited Investor under the definition provided in Regulation 2(1) of the Securities Industry Regulations, 2012 of The Commonwealth of The Bahamas, which means that I qualify as an Accredited Investor based on satisfying one or more of the following criteria:
Net Worth: I have an individual or joint net worth with my spouse exceeding $1,000,000 (USD or equivalent), excluding the value of my primary residence.
Income: I have an individual income of at least $200,000 (USD or equivalent) in each of the two most recent years, or joint income with my spouse of at least $300,000 (USD or equivalent) in each of the two most recent years, and I reasonably expect to maintain this level of income during the current year.
Institutional Investor: I represent an institutional entity, such as a regulated bank, insurance company, pension fund, investment company, or another financial institution qualified under Bahamian law.
Sophistication: I possess sufficient knowledge, experience, and understanding of financial and business matters to evaluate the merits and risks of prospective investments independently.
Acknowledgements and Signature
I understand that this declaration is made in accordance with the Securities Industry Act, 2011, and the Securities Industry Regulations, 2012, and satisfies legal and regulatory requirements for participation in the investment opportunities via this portal.
I confirm that the securities offered may be illiquid and involve significant risks and that I possess the financial capability to bear such risks.
I acknowledge that providing false or misleading information in this declaration may subject me to penalties under Bahamian law.
I affirm that I meet the definition of an Accredited Investor as outlined in Regulation 2(1) of the Securities Industry Regulations, 2012 and that the information provided herein is true, complete, and accurate to the best of my knowledge.
[TYPE IN NAME EXACTLY AS ON APPLICATION]
[SYSTEM WILL TIMESTAMP AND COLLECT IP ADDRESS]
[FOR JOINT SHAREHOLDINGS ONLY]
[Account administrator name (Shareholder admin full name)]
[Shareholder name (Investor name A and Investor name B and Investor name C and …)]
I hereby authorize the administrator of this account to conduct all business on my behalf. This includes but is not limited to issuing instructions to Easyterms Ltd., accessing and managing my account information, initiating and completing transactions, communicating with third parties on my behalf, and making decisions and taking actions that impact my financial standing.
I understand that in granting this authorization, I am relinquishing direct control over my account and the associated activities. This carries certain risks, such as loss of privacy (the administrator will have full visibility and access to my personal and financial information), potential for misuse (the administrator could potentially misuse their authority and take actions that are not in my best interest), and liability (I may be held liable for any unlawful or unethical actions taken by the administrator on my behalf).
I have carefully considered these risks and still wish to proceed with granting this authorization. I understand that I can revoke this authorization at any time by contacting the Easyterms Ltd. By clicking "I Agree" below, I confirm that I have read, understand, and accept the terms of this authorization.
[TYPE IN NAME EXACTLY AS ON APPLICATION]
[SYSTEM WILL TIMESTAMP AND COLLECT IP ADDRESS]
THIS AGREEMENT made as of the [DATE]
BETWEEN:
1. Easyterms Ltd., a company incorporated under the laws of The Commonwealth of The Bahamas, having its registered office at Cedric L Parker & Co, Rusty Bethel Drive, Third Terrace East, Collins Ave, Nassau, The Bahamas (the “Company”).
2. [SHAREHOLDER NAME], an [WHAT GOES HERE????] residing at [ADDRESS] (the “Shareholder”).
WHEREAS:
1. The Company is authorized to issue [NUMBER OF SHARES IN SERIES] Cumulative Redeemable “Class A” Preference Shares, each with a par value of $0.01.
2. The Company is offering [NUMBER OF SHARES IN SERIES] of such Preference Shares for subscription by the Shareholder.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Application and Payment
1.1 The Shareholder hereby applies for [INSERT NUMBER OF PREFERENCE SHARES] Cumulative Redeemable “Class A” Preference Shares.
1.2 The Company reserves the right to reject any application for Preference Shares and may, in certain instances, propose an amended application.
1.3 Upon acceptance of the application by the Company, payment is due via bank transfer or cheque to the Company’s account:
• Bank: CIBC
• Branch: Shirley Street (09706)
• Account: 200016435
2. Effective Dates
2.1 The effective date for the offer is the later of the [OPEN DATE] or the date of receipt of cleared funds.
2.2 The Preference Shares are redeemable at maturity on [MATURITY DATE].
3. Details of the Current Offering
3.1 The Company is authorized to issue [NUMBER OF SHARES IN SERIES] Cumulative Redeemable “Class A” Preference Shares.
3.2 This offering consists of [NUMBER OF SHARES IN SERIES] Preference Shares, priced at $1.00 per share.
3.3 Shares are available in tranches of [TRANCHE SIZE] shares, with a minimum investment requirement of [MINIMUM INVESTMENT].
4. Interest Rate for the Series
4.1 The Directors have set an annual interest base rate of [INTEREST RATE]% for this series.
4.2 The interest under this agreement shall accrue based on a 360-day year, with each day calculated as 1/360th of the annual interest rate.
4.3 Shareholders will earn additional interest based on the total value of Preference Shares held, including any new investments made, according to the loyalty bonus schedule:
• $250,000: Base Rate + 0.25%
• $500,000: Base Rate + 0.5%
• $1,000,000: Base Rate + 0.75%
• $2,000,000: Base Rate + 1.00%
4.4 Additional interest under this program applies only to shares purchased through this application and is not retroactive.
5. Interest Payment Schedule
5.1 Interest is earned from the effective date and will be paid in equal instalments on the last business day of each month to the following bank account, provided the shares remain outstanding:
Bank: [BANK NAME]
Account: [ACCOUNT NUMBER]
6. Redemption
6.1 By the Company
6.1.1 The Company reserves the right to redeem any or all Preference Shares after 12 months from the date of issuance.
6.1.2 Shareholders will be provided with a 90-day notice prior to redemption.
6.2 By the Shareholder
6.2.1 Investors may request redemption at any time; however, the Company may decline any redemption request made before the maturity date.
6.2.2 If a redemption request is approved, the following early withdrawal penalties will apply:
• 0 to 6 months: 1 month’s interest on the withdrawn amount
• 7 to 11 months: 2 months’ interest on the withdrawn amount
• 12 to 23 months: 3 months’ interest on the withdrawn amount
• 24 to 35 months: 6 months’ interest on the withdrawn amount
• 36 to 59 months: 9 months’ interest on the withdrawn amount
6.2.3 Redemptions are disbursed on the last business day of the month, subject to the following conditions:
• A minimum of 5 business days’ notice is required.
• All redemptions are subject to Company approval.
7. Rollover of Shares
7.1 At maturity, shares will automatically roll over under the same terms and conditions unless either party provides written notice of redemption at least 90 days prior to the maturity date.
8. Voting Rights
8.1 Preference Shareholders do not have voting rights at shareholder meetings, except in matters that directly affect their rights as Preference Shareholders.
9. Priority in Winding Up
9.1 In the event of a winding up, all Preference Shares shall rank equally with one another and take priority over Ordinary Shares.
[TYPE IN NAME EXACTLY AS ON APPLICATION]
[SYSTEM WILL TIMESTAMP AND COLLECT IP ADDRESS]
I, [Full Name], of [Address], acting in my capacity as [Title/Position] of [Company Name], a company duly incorporated and existing under the laws of [Jurisdiction of Incorporation], do hereby declare as follows:
Authority to Act:
I am duly authorized by [Company Name] to make this declaration and to conduct business on its behalf. My authority is derived from [state the source of authority, e.g., board resolution, company's memorandum and articles, or other relevant authorizing document], and I confirm that such authority has not been revoked or varied as of the date of this declaration.
Accredited Investor:
I hereby declare and confirm that the Company is an Accredited Investor under the definition provided in Regulation 2(1) of the Securities Industry Regulations, 2012 of The Commonwealth of The Bahamas, which means that it qualifies as an Accredited Investor based on satisfying one or more of the following criteria:
a. Net Worth: The Company has a net worth exceeding $1,000,000 (USD or equivalent).
b. Income: The Company has an income of at least $200,000 (USD or equivalent) in each of the two most recent years, and reasonably expects to maintain this level of income during the current year.
c. Institutional Investor: The Company represents an institutional entity, such as a regulated bank, insurance company, pension fund, investment company, or another
financial institution qualified under Bahamian law.
d. Sophistication: The Company possess sufficient knowledge, experience, and understanding of financial and business matters to evaluate the merits and risks of prospective investments independently.
Electronic Signature:
By affixing my electronic signature below, I confirm my identity and my intention to sign and be bound by this declaration electronically. I further confirm that neither the constitutive documents of [Company Name] nor any applicable law or regulation prohibits the use of electronic signatures for this purpose.
Intention and Consent:
I expressly consent to the use and acceptance of this electronically signed declaration by all relevant parties and authorities in The Bahamas, and I acknowledge that this declaration, when electronically signed, shall have the same legal effect as if signed in wet ink pursuant to and in accordance with the Electronic Communications and Transaction Act.
Signed electronically [name] [ip address] [timestamp]
BY ENTERING your full name below, you acknowledge that you have read and are electronically signing the investment documents in support of this transaction between you and Easyterms Ltd., in accordance with the Electronic Communications and Transactions Act.
By entering your electronic signature below, you also confirm that you understand and agree to be bound by the terms and conditions provided for in the investment documents being executed.