JOINT VENTURE AGREEMENT
Between
R&S Capital Management, LLC
And
SMIBC BANK S.A / FERNANDO RODRIGO RIBEIRO MANHOLER
This Agreement is between R&S CAPITAL MANAGEMENT, LLC, hereinafter called “R&S” and FERNANDO
RODRIGO RIBEIRO MANHOLER hereinafter called “MR FERNANDO MANHOLER” and together called the
“Parties”
WHEREAS. R&S has established relationships and or credit lines with banking, trust foundations and other
top-tier financial institutions globally.
WHEREAS. MR FERNANDO MANHOLER, currently owns ONE HUNDRED MILLION (USD $100,000,000)
or more, held in a TOP-RATED BANK SBLC (TO BE DETERMINED) issued by ( To Be
Determined ), owned, free and clear of any encumbrances and debt, under its control and has
the ability to move the SBLC asset into R&S Capital’s Holdings, as agreed upon herein.
NOW THEREFORE. The Parties seek to partner together under the terms identified in this J.V. agreement and
add it to both parties’ corporate resolutions. Or if it’s only applicable, it will definitely be added
to R&S Capital’s corporate resolutions.
The premise of this contract.
SMIBC BANK S.A / FERNANDO RODRIGO RIBEIRO MANHOLER is transferring an SBLC
from TOP-RATED BANK, with a value of ONE HUNDRED MILLON USD, (USD 100,000,000)
and providing full authority to Mr. Vinson E. Cortez of R&S Capital Management, LLC to utilize
the TOP-RATED BANK SBLC (TO BE DETERMINED) for profitable transactions that are to be
designated, appointed, and achieved by Mr. Vinson E. Cortez.
I. PROCEDURE
1. SMIBC / FERNANDO MANHOLER agrees to submit a complete KYC, Power of Attorney and
a screen shot or tear sheet or Copy of Bank Instrument to R&S
2. R&S shall submit the KYC and SBLC information to its trade partner. R&S shall obtain an
offer from the trade partner and present the offer to the legal representation of R&S to assure
the contract is within the standards of practice and is a “good contract” this process is
expected to take (5 to 7) business days.
3. The Parties agree to review the offer and decide to move forward. Whereas, this information
is sensitive, the redacted information will be supplied,
4. Although the actual copy less the trader info will be provided for review by the “Parties”.
5. SMIBC / FERNANDO MANHOLER agrees to and has already authorized Mr. Vinson E.
Cortez to add this J.V. arrangement to the corporate resolutions of R&S Capital Management,
LLC. These terms have already been agreed to per the MOU which will be sign as well as the
KYC which included the POA and other financial documentations and agreements. This
document is for proof of J.V. Agreement between the Parties.
6. SMIBC / FERNANDO MANHOLER shall open a bank account and disclose the receiving
bank account for payments, for 10 months. This J.V. Agreement remains in effect as long as
the agreed upon “Return” is received each month from the Trade Desk, by the Paymaster
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and the allocation is deposited in the bank account opened by SMIBC / FERNANDO
MANHOLER (agreement period = 1year and a 1 day)
7. The first “Return” shall be received by the Paymaster “within 45 to 60” days of acceptance of
the offer and monthly thereafter. (Please note that historically the first return to the client is
normally within first 30 days, however, we are using “within 45 to 60” taking into account
worldwide health issues and unexpected circumstances while dealing with 4 time
zones and several countries involved
8. R&S Capital agrees to engage a Paymaster for all payments to be accounted for and paid to
MR FERNANDO MANHOLER
9. The Paymaster shall disburse the Monthly Return as follows: Per our agreement within the
MOU, and bank contracts R&S Capital is receiving; the Trade groups will be reviewing the
SBLC with the intent to obtain an offer. Historically the SBLC’s strength will determine the
Loan to Value (LTV) which becomes the trade value. Based upon the trade value we will
provide 8%-10% per month return of Face Value. Currently we are still yet to receive the
contract, although at minimum we should be able to obtain face value of the instrument and
disburse that value to SMIBC / FERNANDO MANHOLER over the course of the year, or 10
(ten) months, or 40 (forty weeks) as will be specified in the trading contract.
10. SMIBC / FERNANDO MANHOLER agrees to maintain the TOP-RATED BANK SBLC, which
will be blocked in favor of R&S Capital and or is required to be transferred to R&S Capital, so
that the minimum balance of USD $100.000.000 for 12 months and 1 day (for 1 year and 1
day) can be blocked and maintained for the duration of the trade and or the duration of a
transaction. It has already been agreed and understood per the signed MOU that the TOP-
RATED BANK SBLC (TO BE DETERMINED) must be under the control of R&S Capital, so
that R&S Capital can show the bankers, trade groups and or “relationships” that R&S Capital
has full authority to use, transact, transfer, obtain a loan, monetize, hypothecate, and or
provide the SBLC for any method possible as it may relate to obtaining profitable returns for
the “Parties”. SMIBC / FERNANDO MANHOLER has fully authorized Mr. Vinson E. Cortez of
R&S Capital to oversee this transfer and has made the TOP-RATED BANK aware of the
authority granted to Mr. Vinson E. Cortez / R& S Capital, so the transfer can be completed as
deemed necessary per Mr. Vinson E. Cortez and R&S Capital Management, LLC.
II. Confidentiality
“Confidential Information” as used in this Agreement means all information that is disclosed by one party
(“Disclosing Party”) to the other party (“Receiving Party”) at any time prior to the execution of this Agreement
or during the term of this Agreement. Confidential Information may be disclosed orally, in writing, by samples, by
inspections, or in a tangible medium. Such Confidential Information includes, but is not limited to, proprietary
information, trade secrets, know-how, financial information, data, analyses, documentation, supplier identities
and characteristics, and agreements. All such information shall be deemed confidential, proprietary, and
valuable trade secret information which is the exclusive property of the Disclosing Party. Confidential
Information shall also include such confidential and proprietary information or material belonging to any of a
Disclosing Party’s affiliates of or to which the other party may obtain knowledge or access through or as a result
of the transaction. Confidential Information also includes any information described above which the Disclosing
Party has obtained in confidence from a third party who treats it as proprietary or designates it as Confidential
Information, whether or not owned or developed by the Disclosing Party; provided that no such Confidential
Information shall be disclosed to a Receiving Party unless the Disclosing Party has a legal or contractual right to
disclose the same.
Unless expressly authorized in writing by Disclosing Party, Receiving Party agrees (i) to use the Confidential
Information only in connection with evaluating a potential business relationship and/or in connection with a
business arrangement, if any, entered into between the parties with respect to the transaction, (ii) to retain the
Confidential Information in confidence, and to take all necessary precautions to protect such Confidential
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Information, including, without limitation, the segregation of the Confidential Information from the confidential
materials of others and all other precautions Receiving Party employs with respect to its own confidential
materials, (iii) not to divulge any
Confidential Information or any information derived therefrom to any third person, and (iv) not to copy, reverse
engineer, reverse compile, nor attempt to derive the composition or underlying information of any confidential
information.
Receiving Party further agrees that it will not disclose Confidential Information to anyone other than those
employees, accountants, attorneys, or other agents (“Representatives”) with a need to know it and who have
been informed of Receiving Party’s obligations under this Agreement. At a minimum, Receiving Party shall
inform each Representative of the confidential and proprietary nature of the Confidential Information and shall
direct each Representative (i) to treat the Confidential
Information confidentially, (ii) not to use the Confidential Information other than for the purposes described
above, (iii) to return or destroy any such information immediately upon request by either the Receiving Party or
Disclosing Party, and (iv) not to disclose the Confidential Information to anyone without Disclosing Party’s prior
written consent. Receiving Party shall be responsible for any violation of these provisions by any of its
Representatives. A Receiving Party shall notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by the
Receiving Party, its employees or agents, and shall cooperate with the Disclosing Party in every reasonable way
to help the Disclosing Party regain possession of its Confidential Information and prevent its further
unauthorized use.
Each party acknowledges that the Confidential Information is unique and valuable, and that disclosure in breach
of this Agreement would result in irreparable injury to Disclosing Party for which monetary damages alone would
not be an appropriate remedy. Accordingly, in the event of a threatened or actual breach of this Agreement,
Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for
any such breach or anticipated breach without being required to post a bond or other security. Such remedy
shall not be the exclusive remedy for any breach of this Agreement but shall be in addition to all other rights and
remedies available at law or in equity. In the event of litigation or arbitration relating to this Agreement, if a court
or arbitration panel of competent jurisdiction determines that a Receiving Party has breached this Agreement,
such party shall be liable to the Disclosing Party for the amount of the reasonable legal fees incurred in
connection with such litigation, including any appeal therefrom. There is also a non-Circumvention addendum
agreement that will be in addition to these Terms. To be named and called the NCND Addendum Agreement.
III. Taxes
The Parties understand and agree that R&S and SMIBC BANK S.A / FERNANDO RODRIGO RIBEIRO
MANHOLER are independent of one another outside the guidelines of this Agreement, and there is not and
shall not be an employer-employee relationship between the Parties. R&S shall be responsible for paying all
taxes due on the proceeds it receives, and SMIBC BANK S.A / FERNANDO RODRIGO RIBEIRO MANHOLER
shall be responsible for paying all taxes due on the proceeds it receives.
IV. Term
This Agreement is for a term of twelve months and one day. (1 year and 1 day)
IV. Effective Date and Signature
This Agreement shall be effective upon the signature of Parties authorized officials. It shall be in force
and effect for a period of time in accordance with the terms of this agreement.
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Signatures and dates
R&S CAPITAL MANAGEMENT, LLC. SMIBC BANK S.A / FERNANDO RODRIGO RIBEIRO
MANHOLER
_____________________________ ____________________________
By: Vinson E. Cortez By: FERNANDO MANHOLER
Date: August 15, 2021 Date: August 15, 2021
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AUTHORIZATION TO VERIFY FUNDS
DATE: August 15, 2021
TO: Trade Authority / Program Manager
RE: Authorization to Verify
INVESTOR TRANSACTION CODE: 08152021-SMIBC/RSC
Know all men, by these that I, FERNANDO MANHOLER and Mr. Vinson E. Cortez, at the address shown above,
give you clear notice that you have my direct permission and full authority to do all matters necessary to confirm,
verify, and authenticate my beneficially owned cash funds and/or application asset(s) and its associated good
standing account status, in an amount of (ONE HUNDRED MILLON) United States Dollars (USD 100.000.000)
on a bank to bank basis. The below stated beneficially owned account is of good, clean, and cleared ASSET
funds obtained via legal means, and is currently available at the bank coordinates below:
Cash Amount: USD 100.000.000 AS TOP-RATED BANK SBLC
Bank Name: TOP-RATED BANK HOLDINGS PLC
Facility Address: To Be Determined
Account Name: SMIBC /Fernando Manholer
Account Number:
Account Signatory:
Bank Officer #1: To Be Determined
Bank Officer Tel.:
Bank Tel Number:
Bank Officer #2:
Bank Officer Tel.:
Bank Main Tel.:
COPY OF THIS AUTHORIZATION WILL BE LODGED AND PRESENTED TO MY BANK OFFICER.
I, Fernando Manholer, herewith confirm that a blocking of my funds is possible and accepted by the bank.
In witness hereof I, Fernando Manholer, hereby swear under penalty of perjury, that the information provided
herein is accurate and true as of this date: August 15, 2021
For and on behalf of SMIBC
SEAL OF COMPANY
Signature:
Name / Title: MR. FERNANDO RODRIGO RIBEIRO MANHOLER/ J.V Partner
Company: SMIBC partner of R&S Capital Management, LLC
Passport Number: GB784453
Date of Issue: 03/08/2020
Date of Expiry: 02/08/2030
Country of Issuance: Brazil
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C.C - BANKER NAME
And at the consent of FERNANDO MANHOLER who is fully aware and in agreement to this contract, as
agreed in the provided KYC, MOU and J.V Agreement with R&S Capital Management, LLC as represented
by Mr. Vinson E. Cortez
Signature:
Name / Title: MR. FERNANDO RODRIGO RIBEIRO MANHOLER/ J.V Partner
Company: SMIBC partner of R&S Capital Management, LLC
Passport Number: GB784453
Date of Issue: 03/08/2020
Date of Expiry: 02/08/2030
Country of Issuance: Brazil
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LETTER OF CONFIRMATION OF BANK OFFICER
DATE: August 15, 2021
TO: Trade Authority / Program Manager
RE: Participation in Structured Private Financial Opportunity
INVESTOR TRANSACTION CODE: 08152021-SMIBC/RSC
Dear Sir,
I, Fernando Manholer, bearing Brazilian Passport No. GB784453, duly authorized and full legally representative
director and owner for and on behalf of TOP-RATED BANK SBLC (TO BE DETERMINED) , do solemnly
swear/attest with full legal responsibility, that the following named person is my actual and personal bank officer
at TOP-RATED BANK HONG KONG , located at Hong Kong China who will be available to cooperate with the
trader for blocking of the following referenced bank account and or SBLC:
Name Bank Officer & Title:
Bank Officer Telephone:
Bank Officer Tel 2:
Bank Officer email:
I, Fernando Manholer, herewith confirm that the blocking of my funds with MT799 and or MT760 and or Euroclear
MT542 or fee free DTC is accepted by the bank. I also confirm that I will be providing delivery of the TOP-RATED
BANK SBLC To Be Determined to R&S Capital Management, LLC and their trade desk. I will assign, and name
R&S Capital Management as beneficiary and the bank understands and is aware of the transfer to R&S Capital
Management.
This is acceptable by the Bank and I confirm I’m allowing this so R&S Capital can use the SBLC provided for the
purpose of arranging profitable transactions per our agreements, MOU and J.V. Partnership. All to be managed
by R&S Capital and Mr. Vinson E. Cortez, whom I have named POA (POWER OF ATTORNEY), Liaison, and
the person responsible for engaging and using the SBLC as necessary to enter R&S Capital Management into
profitable transactions.
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(LETTER OF CONFIRMATION OF BANK OFFICER CONTINUED)
I, Mr. Fernando Manholer, hereby swear under penalty of perjury, that I AM THE SIGNATORY of the account,
that the funds / SBLC is in my control, I’m fully authorized to commence forth into
transactions secured by the SBLC, and the information provided herein is accurate and true as of this date: August
15, 2021
For and on behalf of SMIBC
Signature: __________________________________
Name / Title: FERNANDO MANHOLER/ J.V Partner
Company: SMIBC partner of R&S Capital Management, LLC
Passport Number: GB784453
Date of Issue: 24/APR/2017
Date of Expiry: 23/APR/2027
Country of Issuance: Brazil
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LETTER OF LIAISON AND COMMUNICATIONS AUTHORITY
DATE: August 15, 2021
TO: Trade Authority / Program Manager
RE: Participation in Structured Private Financial Opportunity
INVESTOR TRANSACTION CODE: 08152021-SMIBC/RSC
Dear Sir,
I, Fernando Manholer, bearing Brazilian Passport No. GB784453, hereby authorize Mr. Vinson E. Cortez of
R&S Capital Management, LLC, bearing USA Passport No. 530486742 having the below contact details, to act
as my official liaison in such matters to carry out the duty and responsibility as primary contact to coordinate
communication and receive copy of all written and telephonic communication regarding the above transaction as
I do not speak English and he is my official translator. Copy of corresponding passport has been included.
Name of Liaison: Mr. Vinson E. Cortez
Passport Number: 530486742
Date of Issue: 24 June 2015
Date of Expiry: 23 June 2025
Country of Issuance: United States of America
Telephone Numbers: 1 760-994-8877
Email Address: RandScapital@protonmail.com
Address: 3225 McLeod Dr., Suite 101, Las Vegas NV 89121
I, Fernando Manholer, hereby swear under penalty of perjury that the information provided herein is accurate
and true as of this date: August 15, 2021
For and on behalf of SMIBC
Signature:
Name / Title: MR. FERNANDO RODRIGO RIBEIRO MANHOLER/ J.V Partner
Company: SMIBC partner of R&S Capital Management, LLC
Passport Number: GB784453
Date of Issue: 03/08/2020
Date of Expiry: 02/08/2030
Country of Issuance: Brazil
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PASSPORT
LETTER OF LIAISON
AND COMMUNICATIONS AUTHORITY
Signature: __________________________________ SEAL OF COMPANY
Name / Title: Mr. Vinson E. Cortez / Managing Member
Company: R&S Capital Management, LLC
Passport Number: 530486742
Date of Issue: June 24th, 2015
Date of Expiry: June 23rd, 2025
Country of Issuance: USA
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