Common use of Subscription Proceeds Clause in Contracts

Subscription Proceeds. (A) If (1) a Investing Member’s I-526 Petition has been denied (without appeal or after denial of any appeal) by USCIS and (2) the Subscription Proceeds from such Investing Member still remains in the Escrow Account at such time, then the Escrow Agent shall return to the denied Investing Member identified in the Written Direction of the Manager, all of his or her Subscription Proceeds to the account from which such Subscription Proceeds originated, without deduction or payment of interest. (B) If (1) a Investing Member’s I-526 Petition has been denied (without appeal or after denial of any appeal) by USCIS and (2) the denied Investing Member’s Subscription Proceeds previously were released from the Escrow Account in accordance with Section 4(a) of the Escrow Agreement, the Escrow Agent shall return the Subscription Holdback Amount to the account from which such Subscription Holdback Amount originated, if such funds are still in the Subscription Holdback Account, to the denied Investing Member identified in the Written Direction of the Manager, without deduction or payment of interest. In such circumstances, the Manager shall also include in the Written Direction to the Escrow Agent instructions to release an additional amount from the Subscription Holdback Account (representing the Subscription Holdback Amount of other Investing Members) to the Company Account to enable the Company to continue its operations without deficit being caused by the Company’s refund of the denied Investing Member’s Subscription Proceeds in accordance with the terms and conditions set forth in the Company’s Operating Agreement. The additional amount to be disbursed from the Subscription Holdback Account to the Company Account shall equal $400,000.00 (in the case where the denied Investing Member’s Subscription Holdback Amount has been directly refunded by the Escrow Agent from the Subscription Holdback Account) or $500,000.00 (in the case where a denied Investing Member’s Subscription Holdback Amount has been previously released from the Escrow Account into the Company Account in accordance with Section 4(b)(III)(i)(B)) of the Escrow Agreement. (C) If there are insufficient funds available in the Subscription Holdback Account or the Company Account to refund the full amount of the Subscription Proceeds to the denied Investing Member as provided in Section 4(b)(III)(i)(B) of Escrow Agreement, then such refund may be delayed until there is at least $500,000.00 of funds in the Subscription Holdback Account, representing the Subscription Holdback Amounts of other Investing Members, to enable the refund to the denied Investing Member (taking into account any portion of the Subscription Holdback Amount of such denied Investing Member then remaining in the Subscription Holdback Account which would be applied towards such refund). In the event the Company is unable to refund the full amount of a denied Investing Member’s Subscription Proceeds, the Company shall use best efforts to substitute the denied Investing Member with the next Investing Member who (A) the Manager accepts as a member of the Company (as evidenced by a copy of the Certificate of Membership Interest issued by the Manager), (B) deposits the full amount of the Subscription Proceeds with the Escrow Agent and (C) files his or her I-526 Petition (the “Substituting Investing Member”). Notwithstanding the foregoing, no such substitution shall be made in the event all of the Subscription Proceeds have been funded to the Company.

Subscription Proceeds. 4.2.1 On the Closing Date, the Subscriber shall deposit into a bank account in Hong Kong opened by the Issuer (Athe “Issuer’s Receiving Account”) If in immediately available funds an amount equivalent to the Total Subscription Price less the Transaction Costs (1as defined below) a Investing Member’s I-526 Petition has been denied as agreed in Clause 11.1 hereof (without appeal or after denial of any appealthe “Subscription Proceeds”) by USCIS and (2) the Subscription Proceeds from such Investing Member still remains shall not be paid in cash (i.e. banknotes or coins). The Issuer’s Receiving Account shall be a joint account managed jointly by the Subscriber and the Issuer and shall be opened with a bank approved by the Subscriber, provided that the Issuer shall provide its designated beneficiary bank, beneficiary bank address, bank code, SWIFT Code, account name, account number and other necessary information to the Subscriber in writing not less than five (5) Business Days prior to the Closing Date. 4.2.2 The Subscriber shall or procure its related parties to deposit USD500,000,000 (the “Support Funds”) into an account (the “Escrow Account”) opened by the Subscriber or its related parties in a designated bank within thirty (30) calendar days after the Date of this Agreement. The Escrow Account shall be jointly supervised and managed by the Issuer and the Subscriber or their designated related parties, and the relevant parties shall separately negotiate and agree on the joint supervision and management for the Escrow Account at such time, then and execute the joint management agreement before the Support Funds are deposited into the Escrow Agent shall return Account. On the Closing Date or such time limit as otherwise agreed by the Subscriber and the Issuer, the Subscriber may choose to transfer the denied Investing Member identified in the Written Direction of the Manager, all of his or her Subscription Proceeds to the account from which such Subscription Proceeds originated, without deduction or payment of interest. (B) If (1) a Investing Member’s I-526 Petition has been denied (without appeal or after denial of any appeal) by USCIS and (2) the denied Investing Member’s Subscription Proceeds previously were released Support Funds from the Escrow Account in accordance with Section 4(a) to the receiving account of the Escrow AgreementIssuer, and the Escrow Agent shall return the Subscription Holdback Amount to the account from which such Subscription Holdback Amount originated, if such funds are still in the Subscription Holdback Account, to the denied Investing Member identified in the Written Direction of the Manager, without deduction or payment of interest. In such circumstances, the Manager shall also include in the Written Direction to the Escrow Agent instructions to release an additional amount from the Subscription Holdback Account (representing the Subscription Holdback Amount of other Investing Members) to the Company Account to enable the Company to continue its operations without deficit being caused by the Company’s refund of the denied Investing Member’s Subscription Proceeds in accordance with the terms and conditions set forth in the Company’s Operating Agreement. The additional amount to be disbursed from the Subscription Holdback Account to the Company Account shall equal $400,000.00 (in the case where the denied Investing Member’s Subscription Holdback Amount has been directly refunded by the Escrow Agent from the Subscription Holdback Account) or $500,000.00 (in the case where a denied Investing Member’s Subscription Holdback Amount has been previously released from the Escrow Account into the Company Account in accordance with Section 4(b)(III)(i)(B)) of the Escrow Agreement. (C) If there are insufficient funds available in the Subscription Holdback Account or the Company Account to refund the full same amount of the Subscription Proceeds to subscription proceeds will be deducted. When the denied Investing Member as provided in Section 4(b)(III)(i)(B) of Escrow Agreement, then such refund may be delayed until there is at least $500,000.00 of funds in Support Funds are transferred into the Subscription Holdback Account, representing the Subscription Holdback Amounts of other Investing Members, to enable the refund to the denied Investing Member (taking into receiving account any portion of the Subscription Holdback Amount of such denied Investing Member then remaining in Issuer, the Subscription Holdback Account which would Subscriber shall be applied towards such refund). In deemed to have performed its obligation under this Agreement to pay the event the Company is unable to refund the full same amount of a denied Investing Member’s Subscription Proceeds, the Company shall use best efforts to substitute the denied Investing Member with the next Investing Member who (A) the Manager accepts as a member of the Company (as evidenced by a copy of the Certificate of Membership Interest issued by the Manager), (B) deposits the full amount of the Subscription Proceeds with the Escrow Agent and (C) files his or her I-526 Petition (the “Substituting Investing Member”). Notwithstanding the foregoing, no such substitution shall be made in the event all of the Subscription Proceeds have been funded to the Companysubscription proceeds.