SUBSCRIPTION AGREEMENTThe undersigned subscriber (the “Subscriber”) hereby subscribes for a USD $500,000.00 (the “Subscription Amount”) limited partnership interest (the “Interest”) in “EB-5 Charter School SOHO, LP” a Florida Limited Partnership (the “Partnership”), as more fully described in the Agreement of Limited Partnership of “EB-5 Charter School SOHO, LP” (the “Partnership Agreement”). The Partnership consists of interests aggregating up to $10,500,000 offered on a pro rata basis in minimums of $500,000 Interests.Execution of this subscription Agreement by the Subscriber shall constitute an offer by the Subscriber to subscribe for the Interest set forth above on the terms and conditions specified herein. Greenaccess Partner SOHO, LLC, a Florida limited liability company, the general partner of the Partnership (the “General Partner”), shall have the right, in its sole discretion, to reject such offer for any reason whatsoever, or, by executing this Subscription Agreement, to accept such offer. The Subscriber cannot withdraw the Subscription Amount except as permitted by law. If this subscription is accepted, the General Partner will execute this Subscription Agreement and deposit the Subscription Amount in escrow with Interaudi Bank (the “Escrow Agent”) through the Master Escrow Agreement between “EB-5 Charter School SOHO, LP” and Florida Overseas Investment Center, LLC (the “Escrow Account”) subject to the terms and conditions of the Master Escrow Agreement dated September 30, 2014. If the Subscriber’s subscription is rejected, the General Partner will instruct the Escrow Agent to return the Subscription Amount deposited with the Escrow Agent by the Subscriber to the Subscriber without any interest earned thereon and with the notice of rejection, and all documents previously submitted by the Subscriber will be cancelled.The Partnership’s objective is to make a secured first mortgage loan in the amount of up to $10,500,000 to SOHO School Development, LLC. The proceeds of the loan will be used to build a new charter school. SOHO School Development, LLC h a s entered into a lease agreement with Somerset Academy SOHO, Inc. The proceeds of the lease payments and/or refinancing of the loan will be used to pay the interest and principal of the loan. During the term of the loan, Investors will receive a cumulative 0.2% preferred rate of return on their investment if earned. (US $1,000.00 per year). The location of the proposed school in Homestead, Florida is located in a “Targeted Employment Area”.
The Partnership will use the entire Subscription Amount from all of the Subscribers for the loan and in turn, the job creating enterprise. The General Partner will receive a fee for services to include all partnership expenses in an amount equal to the balance of revenues received by the partnership after payment of the preferred rate of return to the investors per year if earned.
Capitalized terms used herein shall have the same meanings as defined in the Partnership Agreement except as otherwise provided herein.
NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Subscription. The Subscriber, intending to be legally bound, hereby irrevocably agrees to purchase from the Partnership, the number of interests set forth on the signature page hereof, at a purchase price of $500,000 per Interest (the “Subscription Amount”), plus a $55,000 Administrative fee (or an amount agreed to by Florida Overseas Investment Center) per Interest to compensate for offering expenses, including legal, accounting, printer, escrow and overseas marketing expenses (the “Administrative Fee”). All funds are express and paid in US dollars.
2. Manner of Payment. For each Interest subscribed, the Subscriber shall tender payment -1
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