contracts related to purchasing shares in a cayman hedge fund.

NewCo will be a new special-purpose company in the BVI. Newco will purchase shares in a hedge fund at a discount from a seller which is a BVI company in liquidation. Funding of the purchase price will be done by loans which will be secured by shares in the hedge fund. There will be 3 different loan-providers who will each provide different amounts of the [login to view URL] will also be warrants, where the warrant holder will pay money to newco, to secure essentially all the uplift of the underlying shares. 1. Purchase Contract Shares in a hedge fund (Cayman Company) are sold from seller to buyer. Law: Cayman Law. Contingent: consent from fund manager. Seller: Seller LTD in Liquidation, (represented jointly by liquidators in BVI+Australia) . Indemnification: The purchaser should be indemnified from any potential future claims, damages coming from Liquidatoror third parties who have disagreements of the handling of the assets. Specifically all claims coming from former shareholders and directors of Seller LTD and of Shareholders of Seller LTD. The official liquidators should indemnify the purchasers. Shares are not mortaged in any way. (QUESTION: do we need a proof of a register of mortagates in the BVI or in the Caymen. Seller needs to supply a register of mortgages as proof ) Payment: 50% on effectiveness of the contract. 50% 2 months after after effectivens by bank transfer. Price: XXX usd. 2. Loan Agreement. Law: BVI law; Arbitration clause (ideas please) loan agreements. Over-Secured by mortgages on a part of the shareholding. All loans will be secured by mortgages in the bvi. Interest paid 1x a year at 10%. 3 warrant agreements. 1000 USD to get right to all uplift of the value of shares. Payment 1000 usd; all uplift on the share selling profit, after loan cost. 4. Consent of Fund manager letter from the fundmanager to agree to the transfer of the shares. 5. Agreement Fundmanager and NewCo. Cayman Law. suggest arbitration clause. Fundmanager agrees to provide detailed list of all assets held for the fund, quarterly 2 months after the end of each quarter. ## Deliverables A skype call is preferred to discuss any unclear issues (AFTER bid acceptance only).