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Invitation

for Founding Member Participation


Kobe Waterfront Development Project, Japan

Vegas World Resorts, Inc., having an address at 6490 West Desert Inn Road, Las Vegas, Nevada
89146, hereinafter referred to as VWR has been working with the City of Kobe, Japan in
regards to a VWR proposal for a mixed-use waterfront development located in the Port of Kobe.
VWR has received a Letter of Confirmation and Conditional Approval (LOCCA) from the City of
Kobe of their initial proposal concept and preliminary plans for a 70,000 m2 (17.3 acre) area of
the port. Additionally, VWR has been offered the opportunity to develop an additional 135,600
m2 (33.5 acres) of the port with a net developable area of 95,000 m2 ( 23.5 acres). The
combined total developable area will be 165,000 m2 or approximately 41 acres.

Whereas, VWR desires to raise capital to implement this real estate development project in
Kobe, hereinafter referred to as the Project, also described and identified by a Business Plan
document titled Kobe-Japan Waterfront Land Development Opportunity, dated June 23, 2015,
pages 1 through 29, hereinafter referred to as the BP.

Whereas, to facilitate the development, VWR will be organizing a new operating company to be
located in Kobe, Japan with whom the City of Kobe will be executing a long-term land lease for
50 + 50 years that will vest the development rights with the new company. This new company
will be called Vegas World Resort Kobe, Inc., hereinafter referred to as VWRK. The long-term
land lease and associated development rights are anticipated to have an asset value between
$292 MM and $408 MM in US funds.

Whereas, VWR, using its own resources over the past several months has created this
enterprise opportunity that upon being vested is anticipated to have the asset value as
described herein above. VWR will assign its rights to the long-term land lease and the associated
development rights to VWRK as its contribution to the organization of VWRK for which VWR will
receive certain equity in VWRK.

Whereas, to raise initial cash capital VWR wishes to invite investors to become a Founding
Member along with VWR in the new Kobe based VWRK by making a capital contribution to
VWRK in the form of debt investment in return for equity in the company.

VWR-Invitation for Founding Member Participation, VWRK

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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
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Conditions of a Founders Agreement to be executed between all Parties of the


Escrow.
e. Upon organization of VWRK in Kobe and the subsequent execution of the Long-
Term Land Lease agreement between the City of Kobe and the newly organized
VWRK, the investors capital contributions will be delivered by the Escrow Holder to
the accounts of VWRK by wire transfer where upon the investor shall be issued
founders shares in the company.
f. In the unlikely event that the Long-Term Land Lease is not forthcoming for any
unforeseen reason, then each partys contribution to VWRK shall be returned its
respective contributor.

3) Corporate Structure of VWRK

a. VWRK shall be organized under the rules of Japanese law with a place of business
address located in Kobe, Japan.
b. VWRK shall be organized with a total one billion (1 BN) shares of Authorized
Common Stock of which there will be two classes of shares, 500,000 each of Class-A
and Class-B or the equivalent thereof according to Japanese rules and protocols,
whereas Class-A shares will have ten votes per share and Class-B will have one vote
per share.
c. Class A and B shares will have the same rights in all other aspects regarding equity
value, sharing of profits, and priorities.
d. The fair market value of the shares will reflect the value of the new company as
assets are accumulated into the company such as the Long-Term Land Lease and as
the project is implemented through final design, construction, and leasing of space
to tenants.
e. VWR or its assignee shall be the majority shareholder and shall retain majority
voting control of VWRK unless otherwise agreed to between VWR and an investing
party or parties in consideration of the total amount of investment positioned by
the investor relative to the assigned value of VWRs contribution of the Lease rights
to VWRK.

4) Tier-1 Investment Structure

a. The investment structure for an investor providing capital contributions to VWRK
shall be in the form of debt documented in the form of a Note with the investor
being the note holder and VWRK being the borrower.
b. The note shall bear simple interest at the rate of 20% per annum that is due and
payable on or before one year from the date that the principal in the form of the
investors capital is released to VWRK from escrow. The 20% interest return shall be
considered fully earned at day one upon said release of the funds from escrow to
VWRK, being the date considered to be the effective start date of the Note.
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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: ________________________

VWR-Invitation for Founding Member Participation, VWRK

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