| Organization and Nature of Operations | 1. Organization and Nature of Operations Organization Nature of Operations
The General Partner of the Partnership
is SQN AIF V GP, LLC (the General Partner), a wholly-owned subsidiary of the Partnerships Investment Manager.
Both the Partnerships General Partner and its Investment Manager are Delaware limited liability companies. The General Partner
manages and controls the day to day activities and operations of the Partnership, pursuant to the terms of the Limited Partnership
Agreement. The General Partner paid an aggregate capital contribution of $100 for a 1% interest in the Partnerships income,
losses and distributions. The Investment Manager makes all investment decisions and manages the investment portfolio of the Partnership. The Partnerships income,
losses and distributions are allocated 99% to the Limited Partners and 1% to the General Partner until the Limited Partners have
received total distributions equal to their capital contributions plus an 8% per year, compounded annually, cumulative return on
their capital contributions. After such time, all income, losses and distributable cash will be allocated 80% to the Limited Partners
and 20% to the General Partner. The Partnership expects to conduct its activities for at least six years and divide the Partnerships
life into three distinct stages: (i) the Offering Period, (ii) the Operating Period and (iii) the Liquidation Period. The Offering
Period began on August 11, 2016, will terminate no later than two years after this date, unless extended by our General Partner,
from time to time, in its sole discretion, by up to an additional 12 months. The Operating Period will commence on the date of
the Partnerships initial closing and last for four years unless extended at the sole discretion of the General Partner.
During the Operating Period, the Partnership will invest most of the net proceeds from its offering in business-essential, revenue-producing
(or cost-saving) equipment, other physical assets with substantial economic lives and, in many cases, associated revenue streams
and project financings. The Liquidation Period, which follows the conclusion of the Operating Period, is the period in which the
Partnership will sell its assets in the ordinary course of business and will last two years, unless it is extended, at the sole
discretion of the General Partner. The General Partner may extend the Offering Period, from time to time, in its sole discretion,
by up to an additional 12 months. The General Partner may also extend the Operating Period and subsequent Liquidation Period in
its sole discretion. SQN Securities, LLC (Securities),
is a Delaware limited liability company, is affiliated with our General Partner. Securities will act initially as the selling agent
for the offering of our units. The units will be offered on a best efforts, minimum-maximum basis.
This means the selling agent must sell at least 120,000 units and receive subscription proceeds of at least $1,200,000 in order
for this offering to close (excluding subscription proceeds, if any, from our General Partner or its affiliates and from residents
of Pennsylvania), and it must use only its best efforts to sell our remaining units. Our subscription proceeds will be held in
an interest-bearing escrow account until $1,200,000 has been received. At that time we will admit investors as limited partners,
receive the escrowed subscription proceeds from the escrow agent and pay in cash to such investors interest earned on their
escrowed subscription proceeds, net of bank fees. Unless extended by our General Partner, from time to time, in its sole discretion,
for up to an additional 12 months, this offering will terminate on the date that is two years from the date of August 11, 2016.
If the minimum subscription proceeds are not received within one year from the date of August 11, 2016, then your subscription
proceeds will be promptly returned to you from the escrow account with any interest earned thereon and without deduction for any
fees. During the Operating Period, the
Partnership plans to make quarterly distributions of cash to the Limited Partners, if, in the opinion of the Partnerships
Investment Manager, such distributions are in the Partnerships best interests. Therefore, the amount and rate of cash distributions
could vary and are not guaranteed. The targeted distribution rate is 6.0% annually, paid quarterly as 1.5%, of each Limited Partners
capital contribution (pro-rated to the date of admission for each Limited Partner). |
