Investor Agreement Venture Capital by ama11279

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									     SUBSCRIPTION AGREEMENT FOR

INVESTMENT IN THE NVCA-NEWSCHOOLS K-12
    EDUCATION INFRASTRUCTURE FUND
NVCA/NewSchools Subscription Agreement                                           Page 1


                                                  Investor:




                                                  Contact Person:
                                                  Telephone:
                                                  Fax:
                                                  State/Country of Domicile:
                                                  Subscription Amount (USD): $



                NVCA-NEWSCHOOLS K-12 EDUCATION INFRASTRUCTURE FUND

                                           SUBSCRIPTION AGREEMENT


                                              NewSchools Venture Fund
                                             49 Stevenson Street, Suite 575
                                               San Francisco, CA 94105




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NVCA-NewSchools K-12 Education Infrastructure Fund Subscription Agreement                                          Page 2


        This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into by and between NEW
SCHOOLS FUND (DBA NEWSCHOOLS VENTURE FUND), a California nonprofit corporation (the
“Company”), and the investor identified on Schedule A hereto (the “Investor”) in connection with the
Investor’s contribution to the Company’s NVCA-NewSchools K-12 Education Infrastructure Fund (the
“Fund”).


        The Investor hereby subscribes for a contribution in the Fund, and the Company and the Investor
hereby agree as follows:

        1.      Amount of Contribution. The Investor agrees to contribute, in installments, an aggregate
amount of                                                              Dollars ($               ) (the
Investor’s “Capital Commitment”) to the Fund pursuant to the schedule below, but no time later than
August 31, 2011. (All references herein are to United States Dollars.)

          Contribution Schedule:           Amount                            Contribution Date

          Installment 1                                                                       , 20

          Installment 2                                                                       , 20

          Installment 3                                                                       , 20

          Installment 4                                                                       , 20

         2.       Form of Contribution; Delivery. Payments of the Investor’s Capital Commitment shall be
made in cash or in property acceptable to the Company. Cash payments of the Investor’s Capital
Commitment shall be made by wire transfer pursuant to instructions provided by the Company, or by check
delivered to the Company at the above address, on or prior to the due date of such payment on the schedule
above. In the event that the Company agrees to accept non-cash property, the value ascribed to such
property for the purposes of determining how much of the Investor’s Capital Commitment has been satisfied
shall be its value for federal tax purposes, except as otherwise agreed by the parties, and such property shall
be delivered prior to the due date of the payment on the schedule above, and in such manner as the Investor
and the Company may agree.

         3.       Use of Contribution. The Company will add payments of the Investor’s Capital
Commitment to the Fund, which will be used to make investments in human capital and performance to
further the Company’s mission to transform public education. During the period of time beginning on June
1, 2008, and ending on December 31, 2011 (the “Investment Period”), the Company may use assets of Fund
to cover its costs of investigating, negotiating, and evaluating Fund investments, provided that the amount of
the Investor’s Capital Commitment spent for such management purposes shall not exceed an amount equal
to 2 percent of the Investor’s Capital Commitment per each calendar year (or partial year) of the Investment
Period.

        4.      Reporting; NVCA representation. During the Investment Period, the Company will (i)
provide reports of the activities of the Fund to Investors on a quarterly basis; (ii) appoint the Chairperson of
the National Venture Capital Association (“NVCA”) Education Committee as a representative to the
NewSchools Investment Committee, a committee that reviews proposed investments of five hundred
thousand dollars ($500,000) or more and makes recommendations to the Company’s Board; and (iii) at the
NVCA’s option, appoint an NVCA staff member as an observer on the NewSchools Investment Committee.




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NVCA-NewSchools K-12 Education Infrastructure Fund Subscription Agreement                                          Page 3


         5.       Binding Pledge. The Investor understands and agrees that this Agreement constitutes a
legally binding pledge. The Company will rely on Investor’s agreement to make the Capital Commitment by
investigating and negotiating potential investments for Investor’s contribution and by entering into contracts
to make investments from the Fund. Other subscribers to the Fund will rely on Investor’s agreement to
make the Capital Commitment in order for the Fund to reach its expected size and have a commensurate
impact.

        6.        Company’s Representation. The Company makes the following representation on which
the Investor is entitled to rely:

                (a)      The Company is tax-exempt under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended (the Code). Contributions to the Company are deductible as charitable contributions
under Section 170 of the Code.

       7.      Investor’s Representations. The Investor makes the following representations on which
the Company is entitled to rely:

                  (a)    Investor understands that payment of the Capital Commitment is a legal obligation
of the Investor, and cannot be satisfied by (i) causing a private foundation to make a grant to the Company, if
the Investor is a disqualified person to the private foundation under Section 4946 of the Code, or (ii) by
recommending that a donor advised fund make a grant to the Company, if the Investor has a relationship to
the donor advised fund described in Section 4958(f)(7) of the Code.

                 (b)     If the Investor is a trust, corporation, partnership, or limited liability company, the
Investor has the legal authority to make charitable contributions, and the person signing on behalf of the
Investor has the authority to make charitable contributions on behalf of the Investor in the amount of the
Capital Commitment.

                (c)       Investor understands that payment of the Capital Commitment is a charitable gift
for which there will be no financial return to the Investor.

        8.       Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same instrument.

        9.       Amendments. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only with the written consent of the Investor and the Company.

         10.     Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.

         IN WITNESS WHEREOF, the parties hereto have executed this SUBSCRIPTION AGREEMENT as of
the dates written below:


INDIVIDUAL INVESTOR:                                        ENTITY INVESTOR:



(Signature)                                                 (Legal Name of Entity)


                                                            By:



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NVCA-NewSchools K-12 Education Infrastructure Fund Subscription Agreement   Page 4


(Print Name)                                                 (Signature)


Date:                                                        (Print name)


                                                             (Title)

                                                     Date:




                                  SUBSCRIPTION ACCEPTED BY COMPANY:

NEW SCHOOLS FUND (dba New Schools Venture Fund)


By:


Its:


Date:




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NVCA/NewSchools Subscription Agreement                                                                                       Page 5


                                                         SCHEDULE A

                                                 INVESTOR INFORMATION


Legal Name of Investor:

Total Capital Commitment:

State/Country of Domicile:

 Domestic (State                                            )     Foreign (Country                                                   )

Type of Investor (please check the applicable boxes):

 Individual                   Trust                         Corporation                   Partnership
 Other


Primary Contact (will receive original documents unless indicated otherwise):

Name:

Address:


Telephone #                                                            Fax #

Electronic Mail Address:

I am also interested in (please check the applicable boxes):

 Serving on Boards of Directors of NVCA-NewSchools Portfolio Organizations
 Providing CEO Coaching to NVCA-NewSchools Portfolio Organizations


Secondary Contact (will receive copies of documents unless indicated otherwise):

Name:

Address:


Telephone #                                                            Fax #

Electronic Mail Address:



 Note: NewSchools Venture Fund is a tax-exempt 501(c)(3) organization; all contributions are deductible as charitable contributions.




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