SUBSCRIPTION AGREEMENT
OCEAN RESIDENCE LLC
(A Wyoming Limited Liability Company)
5% Corporate Bonds with Optional Equity Conversion Privilege
Offering Amount: Up to $5,000,000
Minimum Investment Increment: $250,000 (unless waived by the Company)
IMPORTANT NOTICE
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS, SPECIFICALLY REGULATION D, RULE 506(c). THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (SEC) OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT OR THE ASSOCIATED PRIVATE PLACEMENT MEMORANDUM.
INVESTORS MUST MEET THE REQUIREMENTS FOR AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501 OF REGULATION D AND MUST PROVIDE VERIFICATION OF SUCH STATUS PRIOR TO ACCEPTANCE OF FUNDS.
1. SUBSCRIPTION AND PURCHASE TERMS
1. Subscription: The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase from Ocean Residence LLC, a Wyoming limited liability company (the "Company"), corporate bonds in the aggregate principal amount set forth on the signature page hereto (the "Bonds"), on the terms and conditions described in this Subscription Agreement and the Company’s Private Placement Memorandum (the "PPM").
2. Purchase Price: The purchase price is $1.00 per $1.00 of principal amount, issued in minimum tranches of $250,000, payable via wire transfer to the designated escrow account upon acceptance by the Company.
3. Bond Terms:
• Coupon / Interest Rate: 15.0% per annum.
• Maturity Term: 5 Years from the date of issuance (unless converted earlier).
• Equity Conversion Privilege: Within one year of purchase, the Subscriber has the option to convert the $250,000 bond tranche into an equity position representing a 1/20th ownership share in a $6,000,000 commercial hotel unit, subject to the revenue pool sharing (80% net pool to units, 20% retained by Company) and proportional operating/maintenance cost obligations ($250,000 annual maintenance cost per unit total, apportioned at 1/20th to the Subscriber).
2. SUBSCRIBER REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGMENTS
The Subscriber hereby represents, warrants, and covenants to the Company as follows:
1. Accredited Investor Status: The Subscriber is an "Accredited Investor" as defined in Rule 501(a) of Regulation D under the Securities Act, and has completed and delivered an independent third-party accreditation verification (via VerifyInvestor.com or equivalent approved verification method) to the Company.
2. Access to Information: The Subscriber has received and carefully reviewed the PPM, including all risk factors, use of proceeds budgets, and project descriptions, and has had an opportunity to ask questions of and receive answers from the management of the Company concerning the terms of the offering.
3. Restricted Securities & Illiquidity: The Subscriber understands and acknowledges that the Bonds (and any underlying equity conversion units) are "restricted securities" under federal law, have not been registered under the Securities Act, and must be held indefinitely unless subsequently registered under the Securities Act and applicable state laws or an exemption from such registration is available. There is no public market for the Bonds, and none is expected to develop.
4. Financial Risk Bearing: The Subscriber has adequate means of providing for current needs and personal contingencies, has no need for liquidity in this investment, and can afford a complete loss of the investment.
5. General Solicitation Acknowledgment: The Subscriber acknowledges that the offering was made available via general solicitation under Rule 506(c) and that their accreditation has been independently verified.
3. COMPANY ACCEPTANCE AND ESCROW MECHANICS
1. Acceptance of Subscription: This subscription is subject to acceptance and rejection in whole or in part by the Company in its sole and absolute discretion. If accepted, this agreement will be executed by an authorized officer of the Company.
2. Escrow of Funds: Subscription funds tendered by the Subscriber will be held in a designated escrow account until the Company accepts the subscription and closes the tranche. If the subscription is rejected or the offering is terminated, all funds will be returned promptly to the Subscriber without interest or deduction.
4. GOVERNING LAW AND JURISDICTION
This Subscription Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Florida, without regard to conflict of law principles. Any legal action or proceeding arising out of or relating to this agreement shall be brought exclusively in the state or federal courts anchored in Florida.
5. SUBSCRIBER SIGNATURE PAGE
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the date set forth below.
If the Subscriber is an Individual:
• Print Name: __________________________________________________
• Signature: ___________________________________________________
• Date: ________________________________________________________
• Principal Amount Subscribed (250,000 minimum):_______________
• Residential Address: __________________________________________
• Email / Phone: _______________________________________________
If the Subscriber is an Entity (Corporation, LLC, Partnership, Trust):
• Entity Name: _________________________________________________
• State of Incorporation/Organization: _____________________________
• By (Authorized Signature): _____________________________________
• Name and Title of Signatory: ___________________________________
• Date: ________________________________________________________
• Principal Amount Subscribed (250,000 minimum):_______________
• Principal Place of Business Address: ____________________________
ACCEPTANCE BY THE ISSUER
The foregoing subscription is hereby accepted by Ocean Residence LLC as of the date set forth below.
OCEAN RESIDENCE LLC (Wyoming LLC)
By: _________________________________________________
Name: _______________________________________________
Title: Authorized Representative / Executive Officer
Date of Acceptance: _________________________________