latest castle keep corporate brochure - anton tardif

Structured propertyinvesting

Risk Warning: Castle Keep Bonds are provided on a non-advised sales basis only. Castle Keep will not advise or make any recommendation on the merits of this offer. The content of this brochure has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this any promotion from Castle Keep for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. Clients will be provided with the offering document from Castle Keep only and must make their own investment decisions and/or seek independent advice. Past performance is no guarantee of future results.

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Contents

Due Diligence Summary 3

Partners / Legal Advisors / Professional Advisors / Team 4

Important Notice / Preface 5

The CK2 and CK3 Bonds 6

Investment Security / Bond Summary of Terms 7

How to Invest / Risk Assessment 10

Legal Opinion / United States / European Economic Area 12

United Kingdom / General 13

Contact Us 14

Subscription Certifications 15

Additional Documents 16


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Due Diligence Summary

Who We AreIncorporated in June 2013, Castle Keep is a Florida registered LLC specifically established to issue bonds to investors. It is the direct successor of three previous bonds that were launched in 2011 and 2012 and are currently paying dividends semi-annually to Bondholders.

What We Do In order to mitigate risk and maximise the opportunities afforded by a recovering US property market, Castle Keep deploys investment income from the bonds in a number of areas: Detached properties, apartments, land plots, new-build and where appropriate, securitised real estate lending. Through these tried and tested activities, the Castle Keep team collectively and consistently deliver above market ROI’s thereby assuring that there are ample margins for the securitisation of the bond, as well as the ongoing semi-annual payment of annuities and redemption of the principal sum at the end of the investment term (the Maturity date).

Investor Returns Because Castle Keep has been able to achieve above target returns through its multi-channel investment strategy, it is now able to offer even higher returns over a shorter term to investors on its latest bonds.

Investor Security To secure Investors’ interest regarding previously issued Bonds, the Trustee had a lien over the Bond Issuer’s shares. As to the new bonds, in addition to a lien on 100% of the bond issuers shares, the Security Trustee will, where appropriate, additionally hold security over certain assets of the Issuer.


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Partners Established over 230 years ago in 1784, our partner GRM Law (www.grmlaw.co.uk) is regulated by the Solicitors Regulatory Authority in England and Wales and advises international clients across a broad spectrum of business sectors, including corporate and commercial work, real estate, corporate finance and M&A. GRM Law now acts as the English Lawyers to Castle Keep LLC and assisted in the structuring and preparation of these bonds. A related entity, GRM Law Trustees Ltd acts as the Security Trustee and Registrar of the new bonds. As the security trustee, GRM Law Trustees Ltd., will be holding the security granted by Castle Keep LLC for the benefit of bondholders.

Legal AdvisorsGRM Law 1 Bedford Row, London, WC1R 4BZ, UK

Stanton & Gasdick 201 N. New York Ave., Suite 200, Winter Park, FL 32789

John C. Lessel Pleasant Ridge Rd, Little Rock AR 72212, USA

Professional AdvisorsParks De Filippo & Assocs Lookout Place, Maitland FL 32751, USA

Zvi Rafilovich Sheridan St, Hollywood FL 33020, USA

TeamThe partners and associates behind Castle Keep LLC are Real Estate and legal professionals with over 75 years’ experience in the industry between them. Anton Tardif, the principal of the US company has been involved in many forms of property business over the last thirty years, from owning and trading personal properties to developing on a large and small scale basis including managing large projects, property portfolio’s and still has significant personal investments in land and developments in Europe and the US. He has spent the last 8 years in the US with personal developments and has been focusing for the last 7 years on the real estate opportunities. Over the last few years he has been putting together bonds and has built a team of partners and professionals to ensure that investors get a secure, well-managed investment - without the risk of owning individual properties with all the attendant problems that can potentially arise from such an arrangement. Without the need for ‘on the ground’ knowledge, or particular expertise, through a Castle Keep bond, investors can effectively realise the same level of returns as a real estate investment professional on an ‘arms’ length’ basis. For details on other members of the team, please refer to www.castle-keep.com


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Important NoticeThe content of this brochure has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. You acknowledge that you are a person into whose possession this brochure may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.

The investments described in this brochure are available exclusively for sophisticated investors and high net worth individuals who are not U.S. persons and who are located outside of the United States. You acknowledge that you are a person into whose possession may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If you are in any doubt about the investment to which this brochure relates you should consult an authorised person specialising in advising on the investments of the kind described in this brochure.

PrefaceShort and Medium term investment bonds with fixed annual interest and pre-determined redemptions dates.

Following the success of the Roche, Castle Keep and Wilton Bonds by affiliated issuing companies at the end of 2011, which were introduced to enable investors to benefit from a unique set of circumstances in the U.S real estate market, Castle Keep LLC (Castle Keep) is introducing the CK2 Bonds and the CK3 Bonds.

In 2011, according to the S&P / Case-Schiller* Home Price Indices, property valuations across the U.S had, on average, dropped significantly below the 2006 peak, with an estimated $9 trillion being wiped off property values. Some states experienced falls in local house prices double that of the national average, with prices 70% below their peak and 50% of physical rebuild costs.

The property crash, combined with the US economy moving into recession, high unemployment and a virtual freeze on credit, increased foreclosure rates and a move from home ownership to tenancies, has prompted a boom in the rental market.

In March 2015 the S&P/Case-Schiller* Home Price Indices released new data that home prices, including distressed sales, increased 5.7 percent in January 2015 compared to the same month in 2014. March 2015 marks the 35th consecutive month of year-over-year home price gains. Whilst nationwide prices remain 12.7 percent below their peak which was set in April 2006.

For the period ending January 2015, which showed that all three composites (which are home prices indices that monitor changes in the value of real estate across 10 and 20 U.S cities as well as nationally) posted annual increases, with the 10-City and 20-City Composites increased by 7.86 percent and 7.54 percent in the year to January 2015, with the national composite rising by 7.13 percent. With positive year-over-year growth, the fact is that a recovery in the housing sector is well and truly on its way.


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The CK2 and CK3 Bonds

Interest bearing investment options, issued by an actively trading property investment company

Castle Keep, directly and/or through companies controlled by Castle Keep, is taking advantage of current U.S. market conditions by purchasing and selling properties acquired at wholesale prices either at auctions, or from the banks or from private owners and/or using privileged information, to ensure the best possible uplifts to maximise returns on portfolio assets.

Bond money will be used:

a) to make investments in Real Estate by forming a new company in the State where the real estate is located. This company will then receive funds from the bond company to refurbish and operate (with funds being used for investment and operating capital)

b) to lend money directly or by forming a company which will lend money as bridging (short term) loans to individuals and companies in the real estate business in order to acquire and refurbish real estate secured, where necessary, by way of a mortgage against the real estate and underpinned by title insurance policies where applicable.

c) in addition to real estate being acquired through banks and at auction, properties are also acquired from motivated private individuals and/or companies, using privileged information and contacts.

Real estate is typically sourced in prime locations at acquisition costs significantly below those which individual investors are able to achieve. Where properties are acquired for refurbishment prior to resale, dedicated teams of renovation specialists are deployed to refurbish them to exacting standards in accordance with their particular location and market requirements. Properties are then either sold-on to the retail market or from time to time tenanted for on-going rental income.

Yields on inventory that is retained for rental income is ‘cherry picked’ to ensure there is adequate contingency for management fees, repairs and non-tenanted periods, with tenants being sourced thorough reputable management agencies that obtain references and ensure credit-worthiness. As liquidity and consumer confidence return to the sector, Castle Keep’s portfolios will be kept under constant review and its acquisition strategy will be adjusted in line with the prevailing conditions and local opportunities as they present themselves, across the U.S. This may include investment into land, commercial property or construction of new build property, directly or through companies controlled by Castle Keep.

Castle Keep is implementing its multi-stranded investment strategy to enable investors to benefit from opportunities in U.S housing market by investing not only in single family homes and condominiums (apartments) and, where appropriate, acquiring non-performing mortgages directly from banks, but also in land with the required infrastructure, roads, drainage and cabling to prepare for the expected increase in home building to make up the shortfall in properties as new family units are created.


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Investment Security

Trustee as Security Holder Established in 1784 GRM Law (GRM), regulated by the Solicitors Regulatory Authority in England and Wales, acts as legal counsel to Castle Keep in relation to the Castle Keep Bonds. GRM Law Trustees Limited will act as trustee and registrar of the Castle Keep Bonds. It will maintain the register of bondholders and issue the bond certificates after all the appropriate paperwork has been completed and anti-money laundering requirements of Castle Keep have been met. As trustee for the bondholders, GRM Law Trustees Limited holds a lien over 100% of the shares of Castle Keep as security for the repayment of the Castle Keep Bonds.

www.grm.co.uk

Bond Issuer CredentialsCastle Keep was specifically created to issue bonds to investors wishing to benefit from improving returns, but without the responsibility and US tax liabilities that go with direct ownership. Castle Keep’s senior executives have enjoyed highly successful careers in the real estate field for over 30 years, owning, trading and developing properties; creating products and managing portfolios. They hold significant personal investments in land and developments in Europe and the U.S. and for the last 6 years have focused their attention on opportunities brought about by the property crash in the U.S. Over the last 2 years they have distilled their experience into a property bond that enables investors without specialist knowledge, to benefit from the current opportunities available in the U.S. property market.

Bond Summary of TermsCastle Keep LLC (“Castle Keep” or the “Issuer”) will issue Tier 1 CK2 Secured Fixed Rate Bonds (the “Tier 1 CK2 Bonds”) and Tier 2 CK2 Secured Fixed Rate Bonds (the “Tier 2 CK2 Bonds” and together with the Tier 1 CK2 Bonds, the “CK2 Bonds”). Furthermore, Castle Keep will issue Tier 1 CK3 Secured Fixed Rate Bonds (the “Tier 1 CK3 Bonds”) and Tier 2 CK3 Secured Fixed Rate Bonds (the “Tier 2 CK3 Bonds” and together with the Tier 1 CK3 Bonds, the “CK3 Bonds”). The CK2 Bonds and the CK3 Bonds are together referred to as the “Castle Keep Bonds”.

Each of the Tier 1 CK2 Bonds, the Tier 2 CK2 Bonds, the Tier 1 CK3 Bonds and the Tier 2 CK3 Bonds are separately referred to herein as a “Class”. The CK2 Bonds and the CK3 Bonds will be issued and secured pursuant to a trust deed (the “Trust Deed”) between the Issuer and GRM Law Trustees Limited as trustee (the “Trustee”). The terms and conditions of the CK2 Bonds and the CK3 Bonds (the “Conditions”) are set out in the Trust Deed and the Subscription Agreement.

The following summary does not purport to be complete and is qualified in its entirety by reference to the detailed information appearing elsewhere in this brochure and related documents referred to herein. Capitalised terms not specifically defined in this Summary have the meanings set out in Condition 1 (Definitions) of the Conditions or are defined elsewhere in this brochure. References to a “Condition” are to the specified Condition in the Conditions. For a discussion of certain risk factors to be considered in connection with an investment in the CK2 Bonds and the CK3 Bonds, see “Risk Assessment”.


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Issuer Castle Keep LLC, a Florida limited liability company

CK3 Bonds

Class of CK3 Bond

Minimum Amount Interest Rate

Interest payable per $5K Bond

Total return as % of investment

Average annual return on

redemption

Tier 1 (5 years)

U.S.$15,000 9% p.a. U.S.$450 p.a. 45% 9%

Tier 2 (5 years)

U.S.$70,000 10% p.a. U.S.$500 p.a. 50% 10%

CK2 Bonds

Class of CK2 Bond

Minimum Amount Interest Rate

Interest payable per $5K Bond

Total return as % of investment

Average annual return on

redemption

Tier 1 (7 years)

U.S.$15,000 10.86% p.a. U.S.$543 p.a. 76% 10.86%

Tier 2 (7 years)

U.S.$70,000 12% p.a. U.S.$600 p.a. 84% 12%

Increase the return on your investment by a further 2% per annum

If you are not necessarily after a annual pay out – preferring instead to maximise growth, (because for example you are investing in a pension scheme) – you have the option at subscription, to choose whether you want to ‘roll up’ the interest, or receive the corresponding annual interest payment in the usual manner. This is entirely optional and at the bondholder’s discretion and if chosen, in lieu of receiving your interest payment, it will then be added to the original sum invested.


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Principal Payments on the CK2 Bonds and the CK3 Bonds: Principal repayment of the CK2 Bonds and the CK3 Bonds will be made 90 Business Days after the Stated Maturity. Each CK2 Bond and CK3 Bond shall be redeemed at its applicable Redemption Price together with any accrued interest thereon.

Stated Maturity: In relation to a CK2 Bond, the date falling 7 (seven) calendar years after the date on which an interest in the relevant temporary global bond was issued to the holder of that CK2 Bond provided that if such day does not fall on a Business Day, the previous Business Day. In relation to a CK3 Bond, the date falling 5 (five) calendar years after the date on which an interest in the relevant temporary global bond was issued to the holder of that CK3 Bond provided that if such day does not fall on a Business Day, the previous Business Day.

Optional Redemption prior to Stated Maturity: The Issuer may redeem all or part of the Castle Keep Bonds of each Class on or after the Payment Date falling on 31 December 2016 at the applicable Redemption Price.

Redemption Price: At Stated Maturity: 100 per cent plus accrued unpaid interest (less all accrued and unpaid disbursement fees of U.S.$80 per annum). On or after the Payment Date falling on 31 December 2016 but before the Stated Maturity: 101 per cent plus accrued unpaid interest (less all accrued and unpaid disbursement fees of U.S.$80 per annum).

Additional Debt: The Issuer may from time to time, without the consent of the Bondholders, incur, create or issue further secured or unsecured bonds or other financial indebtedness (including bank loans) provided that where the security or payment of principal or interest on such bonds or financial indebtedness are to rank in priority to the Castle Keep Bonds, the aggregate amount of such bonds or other financial indebtedness does not exceed 30 per cent of the principal amount of the Castle Keep Bonds outstanding at that time. In all other circumstances, any payments of principal or interest on such bonds or other financial indebtedness are to be made pro rata and pari passu with the Castle Keep Bonds.

Trustee: GRM Law Trustees Limited

Registrar: GRM Law Trustees Limited

Transfer Agent: GRM Law Trustees Limited

Subscription Periods: Following the launch date of 21st October, 2013 (the “Launch Date”), Castle Keep offer the CK2 Bonds and the CK3 Bonds in successive subscription periods of two weeks each (each a “Subscription Period”).

Form of the CK2 Bonds and the CK3 Bonds: An investor will be deemed to have subscribed for CK2 Bonds or CK3 Bonds in the Subscription Period in which the investor has fully completed the subscription procedure set out on page 16 of this brochure. On the last Business Day of each Subscription Period, Castle Keep will issue a temporary global bond representing all investors who have successfully subscribed for CK2 Bonds or CK3 Bonds in that Subscription Period. Castle Keep will issue to each bondholder a definitive bond certificate 90 Business Days after the date of the applicable temporary global bond.

Security for the CK2 Bonds and the CK3 Bonds: The Trustee, on behalf of the bondholders, has the benefit of security over 100% of the issued share capital of the Issuer. In certain circumstances, the Trustee, on behalf of the bondholders, will also have the benefit of security over certain of the assets of the Issuer. In circumstances where the Issuer purchases a property directly, the Issuer will, to the extent possible and practicable, grant the Trustee a mortgage security over that property. In circumstances where the Issuer lends money to a third party for the purchase of a property, the Issuer will, to the extent possible and practicable, receive a mortgage security over that property to secure the loan to that third party and the Issuer will, to the extent possible and practicable, assign such mortgage security to the Trustee, on behalf of the bondholders, as security for the Castle Keep Bonds. It may not be possible to grant the Trustee with security over property acquired directly or indirectly by the Issuer in all circumstances and the decision whether or not to grant such security will be at the sole discretion of the Issuer.

The Offering: The Tier 1 CK2 Bonds and the Tier 1 CK3 Bonds are being offered in a minimum amount of U.S.$15,000. The Tier 2 CK2 Bonds and the Tier 2 CK3 Bonds are being offered in a minimum amount of U.S.$70,000 and a maximum amount of U.S.$1,000,000.

Authorised Denominations: Each CK2 Bond and CK3 Bond has an authorised denomination of U.S.$5,000.

Governing Law: The CK2 Bonds and the CK3 Bonds and each of the Transaction Documents are governed by, and shall be construed in accordance with, the laws of England, except for the security over the shares of the Issuer which shall be governed by the laws of the State of Florida. Security over other assets will be governed by the law of the state or country in which that asset is located.

Withholding Tax: Payments of interest and principal on the CK2 Bonds and the CK3 Bonds may be subject to income taxes, including applicable withholding taxes (if any), and other taxes (if any) and the Issuer will not be obliged to pay any additional amounts in relation thereto.


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How to Invest

Subscription ProcedureThe CK2 Bonds and the CK3 Bonds are being offered for sale by sales agents appointed by the Issuer (each a “Sales Agent”).

Each investor is required to complete, sign and return a subscription agreement (each a “Subscription Agreement”) setting out the amount and Class of CK2 Bonds and the CK3 Bonds being subscribed for, together with the applicable subscription amount and fees as detailed below. Each investor must also comply with the anti-money laundering requirements set out in the Subscription Agreement.

All investors will need to complete a W-8BEN Form as attached to the Subscription Agreement. The form exempts non-U.S. residents from having to pay U.S. tax on interest paid out on the CK2 Bonds and the CK3 Bonds. Completed forms are held on behalf of the investor by the Issuer. The W-8BEN is valid for three calendar years after the year in which it is signed, e.g. a form signed on 1st January 2014 will expire on 31st December 2017. A new form must then be submitted when the existing one expires. In case of noncompliance, the Investor will be subject to withholding tax and any other corresponding legal consequences as provided by US law.

Upon receipt of a completed and signed Subscription Agreement, together with all required documentation and fees, the relevant amount of CK2 Bonds and CK3 Bonds will be issued by the Issuer to the investor as outlined in the Summary of Terms above.

Each investor is required to pay a subscription fee of $150 for the first three CK2 Bonds or CK3 Bonds subscribed for and $50 per additional CK2 Bond or CK3 Bond thereafter, up to a maximum of $500. Each bondholder will be required to pay a $40 semi-annual disbursement fee which will be deducted from the Redemption Price.

Tax and Legal MattersThe Issuer will ensure that all payments to bondholders are remitted with all local (U.S.) expenses and tax liabilities fully accounted for and taken care of in accordance with current US tax regulations. Once in receipt of their funds, bondholders must at all times remain responsible for their own personal tax affairs. It should be noted that the above assurances are given in good faith but cannot take account of any future changes in legislation.

Risk Assessment

Risks relating to the Issuer and its businessThe Issuer’s multiple revenue stream strategy is based on established and proven activities tailored to local trading conditions and adapted as the market adjusts through the recovery cycle. The strategy includes market evaluations and the identification and assessment of external and internal risk factors. Significant unforeseen changes or outcomes, beyond those factored into the strategy and business model may however occur, which could have an adverse impact on the Issuer’s

performance or financial position.

Performance of the Issuer’s investment portfolio The performance of the investment portfolio may be affected by a number of factors. The amount of assets under management and performance of the portfolio may be affected by matters beyond the Issuer’s control, including conditions in the domestic and global financial markets and the wider economy, such as the level and volatility of real estate prices, interest rates, exchange rates or other similar event having an impact on the value of the dollar, liquidity in markets, credit spreads, margin requirements, the availability and cost of credit and the responses of governments and regulators to these economic and market conditions.

Adverse movements in any of the global conditions described above could result in losses on investments in the investment portfolio all of which, individually or taken together, could have a materially adverse effect on the business, financial condition, results of operations and/or prospects of the Issuer.

The Issuer invests directly or indirectly in land and property. If investment in any one State or real estate class becomes unduly concentrated, the Issuer could suffer increased impairment to its investment performance or increased financial loss as a consequence of adverse market, economic or environmental conditions impacting a particular State or type of real estate. In addition, the Issuer sources all of its funding from private investors. The Issuer could therefore suffer impairment to its ability to make investments or financial loss in the event of failing to raise adequate funds from its investors.

Furthermore, loss of investor confidence in the Issuer, or in the alternative investment sector generally, whether because of changes in investor risk appetite, investor liquidity requirements, regulatory and fiscal changes, poor relative or absolute performance of the Issuer’s investment or alternative investments generally or for any other reason could have an adverse impact on the Issuer’s performance or financial position.


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Changes to the regulatory frameworks under which the Issuer operates or a breach of applicable regulations could damage the Issuer’s reputation and affect the Issuer’s costs, returns and financial condition

The Issuer operates in several jurisdictions and its business is therefore subject to different regulatory regimes depending on which State it is conducting its investment activities.

Furthermore, new legislation, such as the Alternative Investment Fund Managers Directive in the EU and the Dodd-Frank Act in the U.S., and regulations implementing such legislation, might have an adverse impact on the Issuer by, for example, imposing restrictions on the marketing of investments to certain investors.

Changes in tax laws or in the policy of tax administrations, either in the United Kingdom or in the USA could adversely affect the Issuer’s future after-tax returns

A change in relevant UK legislation or in Her Majesty’s Revenue and Customs policy or practice could adversely affect the Issuer’s returns or financial condition. Similar risks may exist in certain US jurisdictions in which the Issuer operates and in relation to tax structures which have been put in place. This includes structures designed to ensure that the Issuer does not create a permanent establishment in some jurisdictions or that certain associate companies are tax resident in a particular jurisdiction only, as a necessary part of the overall tax structure. The creation of a permanent establishment for the Issuer in some jurisdictions or certain associate companies being considered tax resident in more than one particular jurisdiction could result in the Issuer or associate companies being subject to withholding or other taxes on income received from or gains arising on the sale of investments. Likewise, changes in relevant taxation legislation or applicable tax treaties could affect the expected tax position of the Issuer or of certain associate companies, and could require less favourable tax structures to be put in place.

Risks related to the market generallySet out below is a brief description of certain market risks, including exchange rate risk, interest rate risk and legal restrictions:

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the CK2 Bonds and the CK3 Bonds in dollars. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than dollars. These include the risk that exchange rates may significantly change (including changes due to devaluation of the dollar or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the dollar would decrease (i) the Investor’s Currency equivalent yield on the CK2 Bonds or the CK3 Bonds, (ii) the Investor’s Currency equivalent value of the principal payable on the CK2 Bonds or the CK3 Bonds and (iii) the Investor’s Currency equivalent market value of the CK2 Bonds or the CK3 Bonds. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks

Investment in fixed rate bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of fixed rate bonds.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether, and if so to what extent, (i) CK2 Bonds and the CK3 Bonds are legal investments for it, (ii) CK2 Bonds and the CK3 Bonds can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any CK2 Bonds and CK3 Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of CK2 Bonds and CK3 Bonds under any applicable risk-based capital or similar rules.


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Legal OpinionAs confirmed by our U.S. tax advisors at the time of this brochure being prepared, since the yields generated by the investment are regarded as loan repayments to bond owners, they are not subject to US withholding tax (and thus obviate the need for time-consuming and costly individual tax returns).

United StatesThe Castle Keep Bonds have not been and will not be registered under the Securities Act and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act and in the manner so as not to require the registration of the Issuer as an “investment company” pursuant to the United States Investment Company Act of 1940.

European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) each Sales Agent has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Castle Keep Bonds to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Castle Keep Bonds which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Castle Keep Bonds to the public in that Relevant Member State at any time in circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of Directive 2003/71/EC.

For the purposes of this provision, the expression on “offer of Castle Keep Bonds to the public” in relation to any Castle Keep Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Castle Keep Bonds to be offered so as to enable an investor to decide to purchase or subscribe to the Castle Keep Bonds, as the same may be varied in that Member State by any measure implementing Directive 2003/71/EC in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.


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United KingdomEach Sales Agent has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by or in connection with the issue or sale of the Castle Keep Bonds in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Castle Keep Bonds in, from or otherwise involving the United Kingdom.

GeneralEach Sales Agent has also agreed to comply with the following selling restrictions:

(a) this brochure is furnished solely for information purposes, directed at selected relevant persons and may not be reproduced or redistributed to any other person. It is strictly confidential and is solely destined for persons or institutions to which it was initially supplied. This document does not constitute an offer or an invitation to subscribe for or to purchase any securities and neither this document nor anything contained herein shall form the basis of any contract or commitment whatsoever; and

(b) no action has been or will be taken in any jurisdiction that would permit a public offering of the Castle Keep Bonds, or the possession, circulation or distribution of this brochure or any other material relating to the Issuer or the Castle Keep Bonds, in any jurisdiction where action for such purpose is required. Accordingly, the Castle Keep Bonds may not be offered or sold, directly or indirectly, and neither this brochure nor any other offering material or advertisements in connection with the Castle Keep Bonds may be distributed or published, in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.


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Contact usFor further information on investing in bonds please contact your agent. For all other services please contact the European office:

European office

71-75 Shelton StreetCovent GardenLondon, WC2H 9JQ

Tel: +44 (0)207 030 3227Email: [email protected]

Stanton & Gasdick

201 N. New York AveSuite 200Winter ParkFL 32789USA

Tel: +1 305 896 9870

Legal AdvisorsGRM Law 1 Bedford Row, London, WC1R 4BZ, UK

Stanton & Gasdick 201 N. New York Ave, Suite 200, Winter Park, FL, 32789, USA

John C. Lessel Pleasant Ridge Rd, Little Rock AR 72212, USA

Professional AdvisorsParks De Filippo & Assocs Lookout Place, Maitland FL 32751, USA

Zvi Rafilovich Sheridan St, Hollywood FL 33020, USA


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Subscription CertificationsWhere a person intends to rely on Articles 48, 50 or 50A of the Financial Promotion Order, certain declarations must be made when subscribing for Castle Keep Bonds as follows.

Pursuant to Article 48 of the Financial Promotion Order, Certified High Net Worth Individuals must certify as follows:

Statement for Certified High Net Worth Individual

I declare that I am a certified high net worth individual for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

I understand that this means:

a) I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority;

b) the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;

c) by signing this statement I may lose significant rights;

d) I may have no right to complain to either of the following:

(i) the Financial Conduct Authority; or

(ii) the Financial Ombudsman Scheme;

e) I may have no right to seek compensation from the Financial Services Compensation Scheme.

I am a certified high net worth individual because at least one of the following applies:

a) I had, during the financial year immediately preceding the date below, an annual income to the value of £100,000 or more;

b) I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include—

(i) the property which is my primary residence or any loan secured on that residence;

(ii) any rights of mine under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or

(iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled.

I accept that I can lose my property and other assets from making investment decisions based on financial promotions.

I am aware that it is open to me to seek advice from someone who specialises in advising on investments.”

Pursuant to Article 50 of the Financial Promotion Order, Certified Sophisticated Investors must: (a) certify that they have a current certificate in writing or other legible form signed by an authorised person to the effect that such person is sufficiently knowledgeable

to understand the risks associated with investments of the type described in this brochure; and (b) provide a signed statement in the following terms:

“I make this statement so that I am able to receive promotions which are exempt from the restrictions on financial promotion in the Financial Services and Markets Act 2000. The exemption relates to certified sophisticated investors and I declare that I qualify as such in relation to investments of the kind set out in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. I accept that the contents of promotions and other material that I receive may not have been approved by an authorised person and that their content may not therefore be subject to controls which would apply if the promotion were made or approved by an authorised person. I am aware that it is open to me to seek advice from someone who specialises in advising on this kind of investment.”.

Pursuant to Article 50A of the Financial Promotion Order, Self-certified Sophisticated Investors must certify as follows:

“Statement for Self-certified Sophisticated Investor

I declare that I am a self-certified sophisticated investor for the purposes of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

I understand that this means:

(a) I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority;

(b) the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;

(c) by signing this statement I may lose significant rights;

(d) I may have no right to complain to either of the following—

(i) the Financial Conduct Authority; or

(ii) the Financial Ombudsman Scheme;

(e) I may have no right to seek compensation from the Financial Services Compensation Scheme.

I am a self-certified sophisticated investor because at least one of the following applies:

(a) I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below;

(b) I have made more than one investment in an unlisted company in the two years prior to the date below;

(c) I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;

(d) I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £l million.

I accept that I can lose my property and other assets from making investment decisions based on financial promotions.

I am aware that it is open to me to seek advice from someone who specialises in advising on investments.”


16

Bond Issuer

Bond Issuer

Additional Information

Castle Keep LLC: Certificate of Registration Castle Keep LLC: Assignment of Ownership

Plots

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Sends funds to holding account

With paperwork approved funds remitted to Bond Issuers Trading Account

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Funds Out

Sends bulk funds to FX Co

Fx Co. distributes funds bi-annually

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