EFTA00541075.pdf

Class A Member Signature Page IN WITNESS WHEREOF, the undersigned has signed this Agreement as of the day and year first above written. By signing this Agreement the undersigned consents to, and agrees to be bound by, the provisions of the Agreement. CLASS A MEMBER Name: 33 407118.I-W EFTA00541075 4. During 2012, do you reasonably anticipate (a) that you will have income of more than $200,000 or (b) you and your spouse' will have joint income of more than $300,000? ti e 5 5. Do you have the knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of various investments both public and private? t If so, describe the basis of your knowledge and experience: 6. Do you have adequate means of providing for your current needs and personal contingencies? Lif-S 7. Are you an employee, officer, director, investor or stockholder of any NASD broker-dealer firm? no If yes, supply name and address: 8. Are you aware that an investment in the securities of the Company is a high risk investment? ute,c Do you presently own securities or other types of investments? t lets If yes, please supply the approximate value thereof: 9. If you are not an individual, did you indicate on the attached Appendix A the tests for an accredited investor which you meet? Lit_ 10. For an investor who is not an individual the person executing this Questionnaire represents that he or she is authorized to execute this Questionnaire and the Subscription Agreement on behalf of such entity, and that no additional permission or authorization is or will be required from any person in order to effect the purchase securities of the Company. I I. For an investor who is not an individual but qualifies as an accredited investor because it meets the tenth test on the attached Appendix A (i.e. an entity in which all of the equity owners are accredited investors), this questionnaire must be completed and executed by each equity owner. The undersigned represents the foregoing information to be true and correct and agrees that such information may be relied upon by the Company, its managers, officers, directors and counsel in connection with any investment by the undersigned in the Company's securities. Dated: t L7 , 2012 Signature o,-- V Le-rt (Please Print Name) or\ Cl n 000k 1 n 'CY\ Q riNhe.r (Title, if gels arew4ning on behalf of an entity) 4071254-W A-2 EFTA00541076 Exhibit B Date: 4 111 , 2012 Midway-Carolinas 2012, LLC do Midway Investors 270 Lafayette Street, Suite 409 New York, New York 10012 Attention: Maria Gruber Re: Subscription Agreement Dear Sirs: The undersigned (the "Subscriber") hereby subscribes for the Class A Membership Interests (the "Class A Membership Interests") of Midway-Carolinas 2012, LLC, a North Carolina limited liability company (the "Company"), set forth on the signature page of this Agreement at a purchase price of $ SO.O0 O. (Instruction to Subscriber: Please fill in the amount of your subscription. Unless the Company specifically authorizes you to subscribe for a lesser amount, the amount of your subscription must be a minimum of 5100,000/ for a Class A Membership Interest in the Company, payable as set forth in Section 1(a) of this Agreement. Each holder of a Class A Membership Interest in the Company will be admitted as a Class A Member of the Company in accordance with the terms and conditions set forth in the Operating Agreement of the Company (the "Operating Agreement"). The Class A Membership Interests are being issued in connection with acquiring a 50% interest in each of two entities: (i) Hawthorne-Midway Brighton Park, LLC, a North Carolina limited liability company which will own, operate and manage a 234-unit residential apartment complex in Greenville, South Carolina; and (ii) Hawthorne-Midway Meadows, LLC, a North Carolina limited liability company which will own, operate and manage a 200-unit residential apartment complex in Kernersville, North Carolina. The Class A Membership Interests are being offered only to accredited investors, as that term is defined in Rule 501 of the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"). In consideration of the mutual covenants and agreements set forth herein, the Company and Subscriber hereby agree as follows: I. (a) Subscriber hereby irrevocably agrees to purchase from the Company and the Company agrees to sell to Subscriber a Class A Membership Interest having the rights to distributions and other rights and obligations described in the Operating Agreement. Subscriber hereby commits to purchase such membership interest for the amount identified by him or her on the signature page to this Subscription Agreement. Subscriber shall tender to the Company, at the time of his subscription, the entire amount of Subscriber's subscription. Payment of such amount shall be made by check made payable to Katsky Korins LLP, as escrow agent (the "Escrow Agent") for Midway-Carolinas 2012, LLC, or by wire transfer to the Escrow Agent at the time Subscriber tenders his or her subscription documents. (b) Subscriber acknowledges that the respective rights, obligations, restrictions and limitations of Class A Members and Class B Members of the Company are set forth in the Operating Agreement. 407125-I-W B-I EFTA00541077 MIDWAY-CAROLINAS 2012, LLC SUBSCRIPTION AGREEMENT SIGNATURE PAGE The Company strongly urges all investors to submit all agreements and monies no later than April 27, 2012. Please complete both copies of this Signature Page (pages B-6 and B-7) and return both copies, along with payment to: Katsky Korins LLP, do Midway Investors, 270 Lafayette Street, Suite 409, New York, New York 10012, Attention: Maria Gruber. 3 Purc aser's Nalme - Please Print Social Security / Tax I.D. Number ?9,C1 e-Pnior e e te til,Ki2 • 3?,(-3 oil z, Address Telephone Number "2-- 1 Address Fax Number , 2012 Signature Date frn C\ita (NNe CVNIC2C Title E-mail If acquiring jointly with spouse as [check applicable] joint tenants with right of survivorship or community property: Spouse's Name - Please Print Social Security / Tax I.D. Number , 2012 Signature Date Commitment/Purchase Price of Class A Membership Interests Purchased: S [The amount must be a minimum of $100,000 unless the Company has authorized you to subscribe for a different amount.] Subscriber is an accredited investor based on the following paragraphs of Appendix A to this Agreement: (Please write in the applicable paragraph designation(s)j Enclose check payable to: Katsky Korins LLP, Escrow Agent for Midway-Carolinas 2012, LLC or wire funds to the Escrow Agent in accordance with the subscription instructions or, if you have been authorized to subscribe by promissory note, deliver such note to the Escrow Agent with these documents. Accepted: MIDWAY-CAROLINAS 2012, LLC By: Date: , 2012 on behalf of the Board of Managers B-6 407125-I-W EFTA00541078 Exhibit C Class A Member Signature Addendum IN WITNESS WHEREOF, the undersigned has signed this Operating Agreement of Midway- Carolinas 2012, LLC as of the day and year written below. By signing this Signature Addendum, effective as of the time accepted and countersigned below by the Managing Member on behalf of Midway-Carolinas 2012, LLC, the undersigned consents to, and agrees to be bound by, the provisions of the Operating Agreement of Midway-Carolinas 2012, LLC, dated as of April 18, 2012, as the same may be amended from time to time. Date: CI t Z.7-1 , 2012 (I an entity) af an individual) CLASS A MEMBER CLASS A MEMBER Ontp Oa 911a1 (name of entity) Print Name: Print address: By: Name: o ‘J Gt. e.../S Title: fro n%Ic5 rc C raPe- ,Er* address: 3Lc:=1 ca-kxeeze Poo- ' i ldry‘ -1)1Fieb TIN: 71-1 tt_o 1?-iPt Acknowledged and agreed to effective as of 12012: MIDWAY-CAROLINAS 2012, LLC By: on behalf of the Board of Managers 407125-I-W SSN or TIN: If held as joint tenant with right of survivorship or as common property with spouse, spouse should sign below: CLASS A MEMBER: Print Name: Print address: SSN or TIN: Signature Addendum to Operating Agreement EFTA00541079