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UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

Case No. ___ - Civ 

Xuejun Makhsous 

Lixing Yan 

Lingfeng Duan 

Zhizhen Yin 

Lili Zhang 

Ying Yu 

Shuangquan Sun 

Xiaofei Liu 

Xuezheng Ding 

Jiangman Chen 

Jane Doe 1-99 

Plaintiffs 

VS. 

Nicholas Mastroianni, II 

U.S. immigration fund, LLC 

701 TSQ 1000 Funding, LLC 

701 TSQ 1000 Funding GP, LLC 

1568 Broadway Funding 100, LLC 

1568 Broadway Funding 100 GP, LLC 

Ronald Fieldstone 

Defendants 

Jury Demand 

COMPLAINT 

FILED BY·_ ------ D.C. 

jUL 1 5 ~020 

ANGELA e''.'iioBLE 

CLERK U.S. DIST. CT. 

S.D. OF FLA. -W.P.B. 

We, Xuejun Makhsous, Lixing Yan, Lingfeng Duan, Zhizhen Yin, Lili Zhang, Ying Yu, 

Shuangquan Sun, Xiaofei Liu, Xuezheng Ding and Jiangman Chen plaintiffs, pro se, in the above 

styled cause, sue defendants Nicholas Mastroianni II, U.S. Immigration Fund LLC, 701 TSQ 

1000 Funding LLC, 701 TSQ 1000 Funding GP LLC, 1568 Broadway Funding 100, LLC,1568 

Broadway Funding 100 GP LLC (collectively, "Mastroianni") and Ronald Fieldstone and state: 

Case 9:20-cv-81141-DMM Document 1 Entered on FLSD Docket 07/15/2020 Page 1 of 35
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1. All Plaintiffs, pro se, first bring this action to recover investment and fees paid to Defendants 

Mastroianni as result of fraud in the inducement, securities fraud, unconscionable adhesion 

contracts, and unjust enrichment against Defendants Mastroianni. Secondly Plaintiff Xuejun 

Makhsous ("Ma") bring this against Defendants Mastroianni and Ronald Fieldstone for 

interference of prospective and existing business relations. 

JURISDICTION AND VENUE 

2. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332. There is complete 

diversity among the parties and the amount in controversy exceeds the sum or value of$75,000, 

exclusive of interest and costs. 

3. This Court is the proper Court because the wrongful conduct, in part, took place in this district. 

4. The relief sought by Plaintiff is within jurisdiction of this Court to grant such relief. 

PARTIES 

5. Xuejun Makhsous ("Ma") is a Chinese-English translator and EB-5 researcher. Ma has 

received assignment of certain interests of a cmTent member of 701 TSQ 1000 Funding, LLC. 

Ma is a resident of Cook County, Illinois. 

6. Lixing Yan is a citizen of People's Republic of China and resides in Shanghai, China. 

7. Lingfeng Duan is a citizen of People's Republic of China and resides in Beijing, China. 

8. Jiangman Chen is a citizen of People's Republic of China and resides in Guangdong, China 

9. Shuangquan Sun is a citizen of People's Republic of China and resides in Beijing, Chin 

10. Zhizhen Yin is a citizen of People's Republic of China and resides in Shanghai, China 

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11. Lili Zhang is a citizen of People's Republic of China and resides in Shandong, China 

12. Ying Yu is a citizen of People's Republic of China and resides in Suzhou, China 

13. Xuezheng Ding is a citizen of People's Republic of China and resides in Zhejiang, China. 

14. Xiaofei Liu is a citizen of People's Republic of China and resides in Shanghai, China 

15. Defendant Nicholas Mastroianni, II ("Mastroianni"), is a Florida resident and controls U.S. 

Immigration Fund LLC, 701 TSQ 1000 Funding LLC, 701 TSQ 1000 Funding GP LLC, 1568 

Broadway Funding 100 LLC and 1568 Broadway Funding 100 GP LLC. 

16. Defendant U.S. Immigration Fund, LLC, ("USIF") is a Delaware limited liability company 

whose controlling principal is Nicholas Mastroianni, II. 

17. Defendant 701 TSQ 1000 Funding, LLC ("701 Fund"), is a Delaware limited liability company 

whose controlling principal is Nicholas Mastroianni, II. 

18. Defendant 701 TSQ 1000 Funding GP, LLC, ("701 Manager") is a Delaware limited liability 

company whose controlling principal is Nicholas Mastroianni, II. 

19. Defendant 1568 Broadway Funding 100, LLC, ("702 Fund") is a Delaware limited liability 

company whose controlling principal is Nicholas Mastroianni, II. 

20. Defendant 1568 Broadway Funding 100 GP, LLC, ("702 Manager") is a Delaware limited 

liability company whose controlling principal is Nicholas Mastroianni, II. 

21. None party Ying Ding (collectively "Qiaowai/GDOS"), is a US permanent resident who used 

to reside at 4552 Tuscany Dr, Plano TX at least between 2011 and 2018. Ying Ding controls a 

Chinese immigration consulting firm Qiaowai/GDOS that is the agent for Plaintiffs in 701 

Fund and 702 Fund. 

22. Ronald Fieldstone ("Fieldstone") is a securities attorney and partner of Saul Ewing Arnstein 

and Lehr. Ronald Fieldstone resides in Miami, Florida. 

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FACTUAL ALLEGATIONS 

A. DEFENDANTS MASTROIANNI ARE INVESTMENT ADVISORS AND USE 

SECRET "FINDER'S AGREEMENT" TO SABOTAGE FIDUCIARY DUTIES 

QIAOW AI/GDOS OWED TO PLAINTIFFS 

23. In October 2014 Fortune Magazine published an article titled "The tangled past of the hottest 

money-raiser in America's visa-for-sale program". This article detailed Defendant 

Mastroianni's records of bankruptcies, lawsuits and felonies prior to Mastroianni's new life as 

a money-raiser and fund manager ofEB-5 investment from Chinese investors. 

24. Between 2014 and 2016, Defendants Mastroianni raised over $377 million from over 754 

foreign investors through the sale of securihes in 701 Fund and 702 Fund. Both offerings were 

sponsored by Mastroianni's U.S. Immigration Fund - NY LLC (the "USIF Regional Center") 

pursuant to the EB-5 Program, which is administered by the United States Citizenship and 

Immigration Service ("USCIS") and provides an opportunity for foreign nationals to petition 

for United State residency if they make a qualified investment in a specified project that is 

determined to have created or preserved at least ten jobs for United States workers. 

25. Defendants Mastroianni receive millions of management fees in addition to fees from the visa 

sponsorship through USIF Regional Center. A 2017 financial statement of 702 Fund shows 

Defendant Mastroianni/702 Manager received $13.66 million in management fee, and 

Defendant Mastroianni/ USIF Regional Center received $418,983 in sponsorship fee. 

Defendant Mastroianni/702 Manager paid substantial amount to its agent Qiaowai /GDOS. See 

Exhibit 1. 

26. Securities and Exchange Commission ("SEC") has determined that EB-5 fund managers are 

investment advisors by virtue of the management of EB-5 Funds. In SEC v. Murojf2017. As 

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such Defendants Mastroianni are investment advisers managing 701 Fund and 702 Fund. 

However, Defendants Mastroianni have not registered with SEC as investment advisers. 

27. Both 701 Fund and 702 Fund provide financing for the redevelopment of a hotel, theatre and 

entertainment/retail space to be located at 1568 Broadway in New York, New York 

("Broadway Development"). Both funds claim exemption from registration as an investment 

company under Section 3(c)(5)(C) of the Investment Company Act of 1940, as amended (the 

"Investment Company Act"). However, the assets of both funds are not fully secured, if any, 

with current value of Broadway Developmentbecause current asset of Broadway Development 

is used for collateral for senior loan of $1.125 billion provided Goldman Sachs Investment 

Bank since December 2018. Neither 701 Fund nor 702 Fund is registered as investment 

company. 

28. Defendants Mastroianni admit that if it is later determined that the offerings did not fully 

comply with United States federal or state law, they may be required to refund certain investors' 

capital contributions, plus interest. 

29. The assignor of certain rights to Plaintiff Ma, Lingfeng Duan, Shuangquan Sun, Zhizhen Yin, 

Lili Zhang, Ying Yu, Jiangman Chen, Xuezheng Ding and Xiaofei Liu ("701 Plaintiffs") are 

current or former investors in 701 Fund controlled by Defendant Mastroianni. Each of these 

Plaintiff contributed $500,000 investment to 701 Fund along with $50,000 in administrative 

fees between 2014 and 2015. In addition, each of these Plaintiffs paid about $12,000 to 

Qiaowai /GDOS for due diligence on 701 Fund. 

30. Plaintiff Lixing Yan ("YAN") is an investor in 702 Fund. Yan contributed $500,000 to 702 

Fund along with $52,000 in administrative fees in 2016. In addition, YAN paid about $12,000 

to Qiaowai /GDOS for due diligence on 702 Fund. 

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31. Unknown to 701 Plaintiffs and YAN who contracted Qiaowai/GDOS as their agent Defendants 

Mastroianni had entered a confidential and exclusive Finder's Fee Agreement ("Fee 

Agreement") with GDOS to market securities issued by Defendants Mastroianni. 

Qiaowai/GDOS receives kickback payment for steering its clients to invest with Defendants 

Mastroianni. See Exhibit 2. 

32. Defendants Mastroianni keep records of payment made to Qiaowai/GDOS related to each of 

Plaintiffs. Defendants Mastroianni refuse to disclose Fee Agreement and kickback payment 

records to Chinese investors. Defendants Mastroianni even deny that Qiaowai/GDOS is their 

marketing agent and insist that Qiaowai/GDOS is agent of Chinese investors like Plaintiffs. 

33. With information and belief, Qiaowai/GDOS receives $40,000 in kickback commission from 

the $50,000 administrative fee each of Plaintiffs paid to 701 Fund or 702 Fund. The Fee 

Agreement also provides that Qiaowai/GDOS receives about 1. 75% to 2% interests annually 

on $500,000 investment each of Plaintiffs contributed to 701 Fund and 702 Fund. 

34. With information and belief, Qiaowai/GDOS received millions of kickback payment from 

Defendants Mastroianni including about $3.89 million from 702 Fund in 2017 alone. Upon 

discovery request during an arbitration proceeding YAN filed against Defendants Mastroianni 

and 702 Fund in October 2019, Defendants finally provided a kickback payment history 

between 702 Fund and Qiaowai/GDOS that shows 702 Fund have paid $10,000 in January 

2017 and $20,000 in February 2018 to Qiaowai/GDOS relative to Y AN's investment in 702 

Fund. See Exhibit 3. 

35. Defendants Mastroianni and 702 Fund failed to provide "Finder's Fee Agreement" and 

payment history to YAN before YAN making the investment in 2016 and even when YAN 

filed a court action in New York in Febmary 2019 for fraud and demanded return of his 

investment and fees. 

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36. Under the terms of "Finder's Agreement" Qiaowai /GDOS steered each of Plaintiffs to pay 

$15,000 legal fees and be represented by attorneys associated with Qiaowai /GDOS and 

Defendants Mastroianni. Such conflicts of interests were not disclosed to Plaintiffs. These 

attorneys never contracted Plaintiffs to advise them during investment process. 

37. Defendant Mastroianni admits that Qiaowai/GDOS is Plaintiffs' agent with implied fiduciary 

duty owed to Plaintiffs. 

38. Plaintiffs signed an agency agreement with Qiaowai/GDOS without ahy knowledge of Fee I 

Agreement and kickback payment between Qiaowai/GDOS and Defendants Mastroianni. 

39. At the instruction of Qiaowai/GDOS, Plaintiffs signed the signature pages of investment 

documents issued by 70 l Fund and 702 Fund without receiving the complete investment 

documents including risk disclosures and the operating agreement of 701 Fund and 702 Fund. 

At instruction of Qiaowai/GDOS, Plaintiffs wired $500,000 along with administrative fees to 

to bank accounts controlled by Defendants Mastroianni. 

40. Iri May 2018 after 701 Fund received full repayment from the first development 701 Fund 

financed, Defendant Mastroianni decided to redeploy the repayment to finance Broadway 

Development along with 702 Fund. 

41. In May 2018 Defendant Mastroianni sought Consent of Amended Operating Agreement and 

Redeploy Repayment from 701 Fund members with collaboration with Qiaowai /GDOS. In 

the proposed Consent of Amended Operating Agreement and Redeploy Repayment, · 

Defendants Mastroianni made Qiaowai/GDOS as: co-manager of 70 I Fund and 

Qiaowai/GDOS would earn 2% interest annually on $100 million asset of701 Fund. 

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B. FIELDSTONE SECRETLY WORKING WITH DEFENDANTS MASTROIANNI 

42. In May 2018 Some members of 701 Fund decided to withdraw their membership and 

investment during the redeployment process. With information and belief Qiaowai /GDOS 

arranged the introduction of Fieldstone to some of the withdrawing member of 701 Fund who 

sought to w:ithdraw from 701 Fund and to terminate any relationship with 701 Fund. 

43. Qiaowai /GDOS knew or should have known that Fieldstone has maintained working 

relationship with Defendants Mastroianni for many years. 

44. When introducing himself, Fieldstone represented to 701 Fund Withdrawing Investors that he 

no longer presented conflict of interest claiming that he has not worked with Defendants 

Mastroianni for many years. 

45. In fact, Fieldstone continues a working relationship with Defendants Mastroianni. On July 20 

2018, without consent from 701 Plaintiffs, Fieldstone submitted a letter of support to New 

York Supreme Court in favor of Defendants Mastroianni in a legal action brought by 124 

members of 70 I Fund challenging the Consent of Amended Operating Agreement and 

Redeploy Repayment See Exhibit 4. 

46. Fieldstone failed to inform the 701 Fund Withdrawing Investors that just four years prior he 

authored a Private Placement Memorandum for one of Defendant Mastroianni's EB-5 fund 

that exempt them from registering as investment advisor by claiming that Qiaowai /GDOS 

would provide investment advice to Chinese investors. At time Fieldstone knew or should 

have known that Qiaowai /GDOS had made representation to Defendant Mastroianni that 

Qiaowai /GDOS doesn't provide any investment advice to its clients. 

4 7. Initially 701 Plaintiff refused to vote on Consent of Amended Operating Agreement and 

Redeploy Repayment. On July 122018 Defendant Mastroianni notified 701 Plaintiffs that their 

votes became invalid because they failed to send their votes by July 5 as scheduled and they 

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were not eligible to receive refund of investment. However, Defendant Mastroianni gave 

extension to vote on Consent of Amended Operating Agreement and Redeploy Repayment 

only in favor of Defendant Mastroianni. 

48. In contrast to attorney Litowtiz who insisted on members' right to withdraw and refund without 

voting, Fieldstone coerced 701 Plaintiffs to approve the Consent of Amended Operc1;ting 

Agreement and Redeploy Repayment in favor of Defendants Mastroianni on July 12 2018. 

49. While clients represented by Litowtiz received refund of $500,000 in August without voting 

Fieldstone didn't assist 701 Plaintiffs to request withdrawal from 701 Fund until August 2018. 

50. Even voting in favor of Defendants Mastroianni Fieldstone coerced 701 Plaintiffs to sign 

Withdraw/Release Agreement drafted by Defendants Mastroianni to give up claims to $50,000 

of administrative fee and interests earned since making investment in 2014. 

C. DEFENDANTS INCLUDING FIELDSTONE INTERFERED IN BUSINESS 

RELATIONSHIP BETWEEN MA AND 701 FUND WITHDRAWING INVESTORS 

51. In May 2018 a number of 70 I fund withdrawing investors approached Ma for translation, due 

diUgence on 702 Fund and information on attorneys who can represent them during the 

withdrawing process. 

52. Ma sent retainer agreements of attorney Litowitz to a number of 70 I fund withdrawing 

investors and Ma would be working with attorney Litowitz with communications in Chinese 

with 701 fund withdrawing investors. 

53. With information and belief, Defendants USIF and Qiaowai /GDOS organized a scheme to 

steer 701 Fund withdrawing investors to Fieldstone in attempt to secure approvals on Consent 

of Amended Operating Agreement and Redeploy Repayment from 701 Fund withdrawing 

investors. 

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54. About 40 of 701 Fund withdrawing investors signed engagement agreement with Fieldstone 

including those who had received retainer agreements of attorney Litowitz through Ma. 

55. In 2018 Fieldstone coerced about 40 of 701 Fund withdrawing to sign Consent of Amended 

Operating Agreement and Redeploy Repayment in favor of Defendants Mastroianni. 

56. In 2018 Lit0witz and Ma h,elped a dozen of 701 Fund withdrawing investors to vote against 

Consent of Amended Operating Agreement and Redeploy Repayment. 

57. At least one Fieldstone's client felt betrayed by Fieldstone's representation and re-engaged 

attorney Litowitz to complete withdrawing process on her term and against Defendants. 

58. Ma filed a complaint with Fieldstone's law firm for Fieldstone's interfering Ma's business 

relations with 701 Fund Withdrawing investors and competed with attorney Litowitz. 

Fieldstone and his law fom ignored Ma's complaint. 

59. In October 2018 Defendants Mastroianni filed a frivolous lawsuit against Ma and attorney 

Litowitz in New York Supreme Court ("New York Action") for their assistance of 701 Fund 

Withdrawing investors against Consent of Amended Operating Agreement and Redeploy 

Repayment. New York Action was later dismissed by the New York Court. 

60. Defendants Mastroianni filed the New York Action and later made defamatory statements 

about Ma with sole intention to tarnish Ma's reputation among EB-5 investors. 

COUNTI-FRAUDINTHEINDUCEMENT 

(Against Mastroianni, USIF, 701 Fund, 702 Fund, 701 Manager and 702 Manager) 

61. The Plaintiffs repeat and re-alleges each and every allegation of the foregoing paragraphs as if 

fully set forth herein. 

62. Defendants Mastroianni entered a secret "Finder's Fee Agreement" with Plaintiffs' agent 

Qiaowai/GDOS. Defendants Mastroianni paid substantial kickback payment for 

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Qiaowai/GDOS to induce Plaintiffs to sign investment documents without full disclosures and 

make investment in 701 Fund and 702 Fund controlled by Defendants Mastroianni. 

63. Defendants Mastroianni used "Finder's Fee Agreement to sabotaged fiduciary duty 

Qiaowai/GDOS owed to Plaintiffs. 

64. Plaintiffs relied upon due diligence and fiduciary duty provided by Qiaowai/GDOS to make 

their investment decision. 

65. If Plaintiffs knew about Finder's Fee Agreement between Defendants Mastroianni and 

Qiaowai/GDOS, they would not have engaged Qiaowai/GDOS as their agent and would not 

have invested with Defendant Mastroianni if full disclosure was provided. 

66. As result of breach of fiduciary duty of Qiaowai/GDOS owed to Plaintiffs caused by Defendant 

Mastroianni, Plaintiffs made investment with Defendant Mastroianni with no right to withdraw 

or transfer without consent of Defendant Mastroianni. Defendant Mastroianni refuse to return 

capital contribution of $500,000 to YAN as well as administrative fees and interests earned to 

all of Plaintiff. 

WHEREFORE, the Plaintiffs demand judgment against Mastroianni, USIF, 701 Fund, 702 

Fund, 701 Manager and 702 Manager for compensatory damages in an amount to be determined 

at trial, together with interest at the maximum rate allowable, and injunctive relief, including 

without limitation, appointment of a SEC registered investment advisor, along with such other 

relief the Court deems just and proper. 

COUNT II - SECURITIES FRAUD 

(Against Mastroianni, USIF, 701 Fund, 702 Fund, 701 Manager and 702 Manager) 

67. The Plaintiffs repeat and re-alleges each and every allegation of the foregoing paragraphs as if 

fully set forth herein. 

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68. Mastroianni, USIF, 701 Fund, 702 Fund, 701 Manager and 702 Manager admit that 701 Fund 

and 702 Fund may not comply with the applicable securities laws of the United States for, but 

not limited to; not registering with SEC. 

69. By virtue of their management of 701 Fund and 702 Fund Defendant Mastroianni, USIF, 701 

Manager and 702 Manager have violated Section 206(1), 206(2) and 206(4) of the Investment 

Advisers Act of 1940 ("Advisers Act")) [15 U.S.C. §§ 80b-6(1), 80b-6(2), and 80b-6(4)] and 

Rule 206(4)-8 thereunder [17 C.F.R. §275.206(4)-8] by making material misrepresentations, 

engaging in a fraudulent scheme, and breaching their fiduciary duties to the Funds and their 

investors. 

WHEREFORE, the Plaintiffs demand judgment against Mastroianni, USIF, 701 Fund, 702 

Fund, 701 Manager and 702 Manager for compensatory damages in an amount to be determined 

at trial, together with interest at the maximum rate allowable, and injunctive relief, including 

without limitation, appointment of a SEC registered investment adviser, along with such other 

relief the Court deems just and proper. 

COUNT III - UNJUST ENRICHMENT 

(Against Mastroianni, USIF, 701 Manager and 702 Manager) 

70. The Plaintiffs repeat and re-alleges each and every allegation of the foregoing paragraphs as if 

fully set forth herein. 

71. Mastroianni, USIF, 701 Manager and 702 Manager admit that they are not registered 

investment advisors. 

72. Mastroianni, USIF, 701 Manager and 702 Manager have violated Sections 206(1), 206(2) and 

206( 4) of the Investment Advisers Act of 1940 ("Advisers Act"). 

73. Mastroianni, USIF, 701 Manager and 702 Manager have received millions of dollars in 

management fees. In December 2018, Mastroianni, through his shell company, received 

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$44,661,772.77 in payment from the Broadway Development for a financing commitment up 

to $494,500,000. A larger portion of such fees are allocated for management fee paid to 

1 

Mastroianni, USIF, 701 Manager and 702 Manager. 

74. Without paying much distribution to members of 701 fund and 702 Fund, Mastroianni, USIF, 

701 Manager and 702 Manager require members of 701 Fund and 702 Fund to accept phantom 

income and federal tax liabilities on that portion of the interest income received by 701 Fund 

and 702 Fund under the Mezzanine Loan which is (i) used to pay for operating expenses 

(including fees payable to foreign brokers, the USIF New Yark Regional Center and/or 

Manager) and (ii) not distributed to the Members. 

WHEREFORE, the Plaintiffs demand judgment against Mastroianni, USIF, 701 Fund, 702 

- Fund, 701 Manager and 702 Manager for compensatory damages in an amount to be determined 

at trial, together with interest at the maximum rate allowable, and injunctive relief, including 

without limitation, appointment of a SEC registered investment advisor, along with such other 

relief the Court deems just and proper. 

COUNT IV - ADHESION CONTRACTS 

(Plaintiffs Against Mastroianni, USIF, 701 Fund, 702 Fund, 701 Manager and 702 Manager) 

75. The Plaintiffs repeat and re-alleges each and every allegation of the foregoing paragraphs as if 

fully set forth herein. 

76. That Operating Agreement and Withdraw/Release Agreement ("Agreement") issued by 701 

Fund and 702 Fund are adhesion contracts that were not the product of arm's-length 

negotiation. 

77. The one-sided adhesion contracts reveal Defendants' intent to take advantage of Plaintiffs. 

Defendants Mastroianni drafted the Agreement. They held superior bargaining power. 

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Defendants Mastroianni exploited this. They used that power in the drafting of the Agreements 

and drafted them in a one-sided manner, favoring Defendants Mastroianni. 

78. Typically, as Defendants Mastroianni knew and intended, Plaintiffs were put under time 

pressure to sign the Agreements and had insufficient opportunity to examine, read, translate, 

or understand the details of the voluminous documents prepared by Defendants Mastroianni, 

including the substantial legalese in Agreements. 

79. Typically, as Defendants Mastroianni knew and intended, Plaintiffs attorneys, including 

Fieldstone, would not fully represent the interests of Plaintiffs in advising them on Agreements. 

80. Defendants Mastroianni drafted the Agreements in such a way as to permit them to take 

advantage of Plaintiffs. For example, the Operating Agreements of 701 Fund and 702 Fund 

have eliminated the liability of the Manager and its affiliates for any breach of any duties 

(including fiduciary duties) that the Manager and its affiliates may have to 701 Fund and 702 

Fund or any Member. The Operating Agreements of 701 Fund and 702 Fund provide that 

Member has no right to withdraw or transfer without consent of Defendants Mastroianni. The 

Withdraw/Release Agreement provides that Plaintiffs receive no interests on their investment 

nor refund of administrative fees when withdrawing. 

81. The Agreements were permeated with illegal and unconscionable terms, and were therefore 

not enforceable. The Agreements were "adhesion contract "-that is, "standard-form 

contract(s), drafted by the party with superior bargaining power, which relegate(d) the other 

party to the option of either adhering to its terms without modification or rejecting the contract 

entirely." 

82. In short, the Agreements that Plaintiffs were coerced to sign are themselves instruments of the 

oppression by Defendants Mastroianni. 

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WHEREFORE, the Plaintiffs demand judgment against Mastroianni, USIF, 701 Fund, 702 

Fund, 701 Manager and 702 Manager for compensatory damages in an amount to be determined 

at trial, together with interest at the maximum rate allowable, and injunctive relief, including 

without limitation, appointment of a SEC registered investment advisor, along with such other 

relief the Court deems just and proper. 

COUNT V-TORTIOUS INTERFERENCE WITH PROPSPECTIVE BUSINESS 

RELATIONSHIP 

(Plaintiff Ma Against All Defendants Mastroianni including Fieldstone) 

83. Ma repeats and re-alleges each and every allegation of the foregoing paragraphs as if fully set 

forth herein. 

84. Ma had prospective business relationship with many 701 Fund withdrawing investors. 

85. Defendants including Fieldstone know of that relationship and Defendants, individually and in 

collusion with one another, and with knowledge, by engaging in the conduct described above, 

directly or indirectly, interfered with that relationship. 

86. Defendants individually and in collusion with one another, and with knowledge, by engaging 

in the conduct described above, directly or indirectly, acted solely out of malice and coercion, 

and/or improper means that amounted to a crime or independent tort. 

87. Defendants' interference caused injury to Plaintiff's relationship with her present and future 

clients. 

88. Defendants conduct was willful, wanton, malicious, and oppressive in their attempt to silencing 

Plaintiff from exposing collusion among Mastroianni, USIF, Qiaowai/GDOS, Fieldstone that 

has sabotaged the fiduciary duties they owe to Chinese EB-5 investors. 

89. Defendants' unlawful conduct has directly, legally, and proximately caused and continues to 

cause injuries to Plaintiff in its business or property. 

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WHEREFORE, Plaintiff Ma demands judgment against Mastroianni, USIF, 701 Fund, 

702 Fund, 701 Manager 702 Manager and Fieldstone for compensatory damages in an 

amount to be determined at trial, together with interest at the maximum rate allowable, and 

injunctive relief, including without limitation, along with such other relief the Court deems 

just and proper. 

Plaintiffs respectfully demand a jury trial on all issues so triable. 

Dated: July 5, 2020 Respectfully Submitted, 

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XUEJUN MAKHSOUS, Plaintiff, prose P. 0. BOX 2651, GLENVIEW, IL 60025 

~v~ -(7 r ·1 L,. v, ~J Yo" 

.. ti~ AN ~tiff, pro se 58 Chunyuan Rd, No. IO I Flat 402, Pudong, Shanghai, China 

LINGFENG DUAN, Plaintiff, prose 40 Mai Mai Street, Fragrant Hill Hotel, Haidian District, 

ZHIZHEN YIN, Plaintiff, pro se Room 702, Unit 2, Lane 206, Hengbing Rd, Hongkou 

District, Shanghai China 

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YING YU, Plaintiff, prose Room 1501, Building 10, Younger Future City Shenhu Road, 

Industrial Park Suzhou Ci~n

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<l,, .. ~., i1-t-;;; 561, 

SHUANGQUAN SUN, Plaintiff, prose Unit 2-102, Building 13, Guiyuan Nanli Mou 

Division, Yizhuang Development Zone, Daxing District, Beijing, China 

XIAOFEI LIU, Plaintiff, prose Room 502, No. 23, 667 Nong, Daning Rd, Jingan District, 

Shanghai, China 

XUEZHENG DING, Plaintiff, prose No 3-3-201, Chunxiaoyuan, Feicuicheng, Xianlin Blvd, 

Yuhang District, Hangzhou, Zhejiang, China 

LILI ZHANG, Plaintiff, prose Luxin Changcun Garden, Unit 38-1-202, Yinchuan East Rd. Nol. 

Laoshan District, Qingdao, Shandong Province, China 

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HANGMAN CHEN, Plaintiff, prose Building 8, Unit 1401, Chengshi Shangu, Tonggu Road, 

N anshan District, Shenzhen, Guangdong, China. 

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. Net income (lo:;s) 

l\foinQCci' equity, begim1ing, 

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SIGNATUlU£ BANK 

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CONFIDENTIAL- MAY NOT BE DISSEMINATED, DISTRIBUTED OR POSTED ON INTERNET PURSUANT TO ORDER 

Master Finder's flee Agreement 

BY SIGNING THIS AGREEMENT, YOU CONFIRM THAT YOU READ AJ"'l'D 

UNDERSTAND ENGLISH OR HAVE HAD THIS CONFIDENTIAL AGREEMENT 

TRANSLATED BY A COMPETENT TRANSLATOR INTO A LANGUAGE YOU 

UNDERSTAND. 

THIS ~~ASTER FINDER'S FEE AGREEMENT (this "Agreement") is made and entered into 

as of A/.ov'l1mbtz.r: ,f , 2015, by and between U.S. Immigration Fund, LLC ("USIF") and each 

of the respective funding companies identified in the schedules attached hereto and1.nndc a part 

hereof (each a "Company'') eac.h with its principal place of business in Jupitc~, f.lorida; address: 

I 15 Front Street, Jupiter, Florida 33477 and Beijing Overseas Education & Immigration 

Consult Service Co., Ltd. (the "Finder") whose principal business is located 'in Beijing; China, 

address: 32/F, Tower A, The Spaces International Center, DongI:)aQi11p Sf~eet, ChaoYang 

District, Beijing, 100020. Sometimes USIF, the Company andJ;;inder shall. lndividually be 

referred to herein as a "Party" or coliectively as the "Parties". ·· · · ' ·•·-· 

WHEREAS, the Company was formed to enable accrtc'1itt,d inv~stors to become eligible for 

ad.mission to the United States of America pursuant to the, Ll$:;,Citizenship and Immigration 

Services ("USCIS") hnmigrant Investor Fifth En,ipioymei~t~bascd Visa Preference Program 

commonly known as the "EB-5 Program"; ··· · · _-; ,;:_ . 

WHEREAS, the Company seeks purchas~s of.m·-~ft1bersnip interests ("Units") pursuant to a 

private placement and related agreements (eac!1 •~o ''Offering") from qualified sophisticated 

natural persons who are not United Stiites;qi_!izens;or lawful pennanent residents of the United 

States or arc otherwise ''U.S. ~r.sons:'. ("Foreign Investors") as defined in Regulation S 

promulgated pursuant to the U.S;,SecuritiesAcb5f 1933, as amended ("Regulation S"), and who 

desire to become investors i1t2Yh~ Cdmp~y; for the p~rposc of lending the proceeds of each 

rei,-pective Offering for use i1tthc,;c,onstruction of real estate projects located within the Uni led 

States (each a "Projed"); · ··· · · · 

WHEREAS, the fill~fi lias a~~~; to Foreign Investors and the Company desires that Finder 

introduce to th~Compaily those Foreign Investors interested in investing in the Company; and 

\VHERE~§,. the Parties :Wish to formalize their agreement with respect to any fees payable by 

Company to.Llic Findei"in consideration for Finder's introduction of the Foreign Investors to the 

Compa):1y, sub_iec,t to the tem1s herein; 

THEREFORE, in consideration of the mutual covenants and representations contained herein, 

and intending to be legally bound, the Parties hereto agree as follows: 

1. Term: The tetm of this Agreement shall commence effective as of the date first written 

above and shall continue in effect until tenninatcd as provided hereinafter. The terrn for t.he 

terms agreed upon in the attached schedules shall expire upon the earlier of (i) five (5) years -

commencing upon the e,~ecution of the corresponding schedule (each a "Project Schedule"), or 

(ii) the repayment of the loan for the relevant Project ("Loan") and payment of all interest due 

and owing 1hcreafter (the "Term"). 

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15, 2019 YAN1568_ 492 

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2. Investment: Comoensation: Except as otherwise stated in a Project Schedule, should any 

Foreign Investor deposit Five Hundred Thousand Dollars USDS.500,000.00 or such amount as is 

required by USC1S for the investment to be considered a qualifying investment in a "Targeted 

Employment Area" (such amount the "Investment") together with the _ 

Dollar USD $ (or other a1,nount stated in a Project Schedule) administrath•e fee into the 

escrow account established by the Company with Signature Bank, or any other bank the 

Company may designate pursuant to an agreement to hold said amount (the "Escrow 

Agreement''), then Company agrees to pay Finder a fee ("Finder's Fee") as compensation under 

this Agreement according to the following: 

l) for each Foreign Jnvestor intrndu.ced 

by Finder will be paid by the Company within Fifteen ( 15) business days after 

such Foreign fnvestor deposits the Foreign Investor's full subs9ription:amount 

into the Escrow account, and · ·•. · · ·· 

. •·.· 

2) ··rqr each Foreign Investor 

introduced by Finder will be paid by the Company wi'tEinFifteen (15) business 

days after the Company receives notification of iJSc::IS 's atceptance of the filing 

of the Foreign Investor's 1-526 Petition,. rul<l';K~'-'>,>· :;:., 

3) .. for each Foreign rnvestor 

introduced by Finder will be paid by tlit Company within Fifteen (15) business 

dnys after the Company receiv,es notification from USC!S that the Foreign 

Investor's J-526 Petition h<!S;been approved. 

3. Marketing Fe~ Payable to Finder. Jn ~dditici'I1 to the Finder's Fee, Finder shall be entitled 

to receive a payment (the "Marketing f~c"{of per 

Foreign Investor introduced -by Fi11der fri'·consideration for Finder's implementation of a 

strategic, cooperative marketing plin to be agreed upon by the partks nnd periodically reviewed 

(no less than quarterly). Such payment is also intended to reirn~urse Finder for the expenses 

associated with imple91~nt~tiQp;{9f, such marketing plan and any additional costs associated 

therewith shall be the sol~re.sponsibility of Finder. 

3.1 Each of the' following funding companies have previously paid the Marketing Fee to an 

affiliate .of :finder -,,artd Finder acknowledges that Finder has previously received such 

payrnenfwhich cdhstitutes full satisfaction of the payment of any Marketing Fees owed to 

Fi~der by the companies, USlF and any affiliates: ~-< 

3.2 ln consideration for marketing activities previously undertaken by Finder with respect to 

Projects for each of the following funding companies, and in consideration for and upon 

execution of this agreement, the following companies shall pay to Finder the Marketing Fee 

in respect of each investor introduced by Finder 1_ 

and such payment shall constitute full satisfaction of the payment of any Marketing Fees 

owed to Finder by the Company, USIF and any affiliates: . 

STHICTL Y CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15, 2019 

2 

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CONFIDENTIAL ..... MAY NOT BE DISSEMINATED, DISTRIBUTED OR POSTED ON INTERNET PURSUANT TO ORDER 

For the new Projects on the 

Project Schedules the Marketing Fee 

shall be paid upon funding of the investor's Investment subject to the satisfaction of the 

escrow release conditions in the relevant Project's escrow agreement. 

4. Annual Fee Pavable to Finder: .In addition to the Finder's Fee, Finder will be entitled to 

receive an amount equal to the percentage to be agreed upon (and as stated in the Project 

Schedules attached hereto for the relevant Project) of the Investment per year (the "Annual 

Fee") commencing from the date of the closing and funding ofat least ninety-five percent (95%) 

of the proceeds of the Loan to the developer of the Project (the "Developer") co11t,emplated • in 

the Offering and expiring on the maturity date of the Loan for each such Proj~r,:t.,TheAilnua.j:Fee 

shall be funded out of the interest payments to be made by thi; Develope(to th,~ 9ofopany 

pursuant to the terms of the Loan to be entered into between the Company ai\g:fhe Developer. 

Provided that at least ninety-five percent (95%) of the proceeds s~fthe i,oar(~e funded and 

interest payments are paid, the Annual Fee shall be paid to Findc,rfqh a quartcdybasis, in arrears 

within fifteen (l 5) business days after the Company receives payments of interest pursuant to the 

Loan. Schedule A attached hereto provides an illustration of the payment'of such Annual Fee. 

5, Investor and Fee Refund Policy: 

Foreign Investors shall be entitled to the,ietuni,pf all or a portion of their administrative 

fees and Investments in the following circumstanc~: ,·v'· A!<, 

• In the event the Offering is can'cclled be~~tist the minimum amount required under 

the Offering documents i1> not'.'.rilised, 11:ten each Foreign [nvestor will be entitled to 

the return of the Foreign IrivestQr's administrative fee and the Foreign Investor's 

Investment. In such,c:ase, the Finder will return to the Company the full amount of the 

Finder's Fee paid p1~r~uar(to Section 2. . . . . ; 

• If the USCtS fails'io,ariro:ve any Foreign Investor's I-526 Petitions solely because 

the lJSCfS:d(ics not~pprove the Project, then such Foreign Investor will be entitled to 

the rcturn,9f all. or a portion of the Foreign Investor's administrative fee and the 

Fo~,eign Inve~to?s L-wcstment, provided that the Investment has not been funded to 

thc:Devcloper; ln such case, the Finder will return to the Company the full amount of 

. ',·,the Fin9,eft:Fee paid pursuant to.Section 2 if the relevant offering memorandum 

con~ponding to the Project grants a full refund. If the refund due to the Foreign 

,, lnvcs,tor is all but then Finder shall return to the Company the ful] amount 

.. · .... l.es~l" of the Finder's Fee paid to Finder pursuant to Section 2 of this , Agreement. 

• lf any Foreign Investor's 1-526 Petition is not approved by the USCIS for imy other 

reason (provided that the Foreign Investor made a good faith effort to obtain the 

npproval of the USC[S), then the Foreign Investor will be entitled to the return of the 

Foreign Investor's Investment In this case, the .. Company will retain the 

administrative fee.' In such case, the Finder may retain the full amount of any 

payments that have been made or that are due to Finder under this Agreement. 

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15, 2019 

YAN1568_494 

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• If 1he Developer requires a mm1mum loan am01mt to accept the Loan and the 

Company is not able to fund a Loan of at least such amount by the outside date as 

described in the term sheet and Offering for such Project, and the Developer does not 

waive this requirement, then each Foreign Investor will be entitled to the return of all 

but of the Foreign Investor's administrative fee and all of the Foreign 

Investor's Investment. The Company will retain the remaining of the 

administrative fee. 1n such case, Finder shall return to the Company the fol! omount 

less of the Finder's Fee paid to Finder pursuant to Section 2. 

• 1f the Developer fails to meet the conditions for the funding of the Loan,. then each 

Foreig.'l Investor will be entitled to the return of all but of the Foreign 

Investor's administrative fee and all of the Foreign Investor's lnv,~tment. The 

Company will retain the remaining of the administrative'leei In such case, 

Finder shall return to the Company the full amount less.· -'of the Finder's 

Fee paid to Finder pursuant to Section 2. · .-

• If the Company approves the withdrawal by a For~i'gttlnvestorfrom the Company, 

then such Foreign Investor will be entitle<l to thpetum.ofthe Foreign Investor's 

Investment. In this case, the Company will .becrit'itled't6'retain the administrative fee, 

but may return all or a portion of the agniinistralive foe in its discretion. In such case, 

the Finder may retain the full amountof any;'payi:nents that have been made to Finder 

or that are due under this Agreeme11t, ~~less the Cbmpany elects to return the 

administrative fee in which casfthe'fi'nd~i<will return to the Company the full 

amount of the Finder's Fee paj~ pur~uari~ to Secti()n 2. 

• If the Company elects Jo rej~ct ~ F1m:iif;1 Investor's subscription because the Foreign 

Investor fails to file:·an b526· Petition within 120 days after funding the Foreign 

Investor's investment. In this event, the Company will refund all of the Foreign 

lnvcstor's Investmentand of the administrative fee to the Foreign Investor. 

The Comp,any will retaiii the remaining portion of the administrative fee. In such 

case, the Fintjir may:retain the full amount of any payments that have been made or 

that ari::due 16 'Finder under this Agreement. c-::: : .• ,._. ·.,,_ 

. .. •./ 

6. Coop~rati:pn: F1tider shall have right to introduce prospective Foreign Investors to the 

Compiwy ror Projcct~; .. ~hieh meet •br defipjtjqp q[ "nsscnlll613 ipyestor" under Securities and 

Exchange Commission Rule 501 or Regulation D and who are not United States citizens or 

lawfu(pe1manet1t residents of the United States or are otherwise "U.S. persons" as defined in 

R~gulaliun, S, ';i1mJ/(,r a.re otherwise acceptable based on the judgment of LA. Donoso & 

Associates. LLC ("U.S. Immigration Counsel") or to any other qualified immigration attorney 

the Foreign Investor so chooses. Jbe par1ies ackmw)edpc the mutual benefits of their 

relationshi and -the success of the relationshi is based on numerous factors, includin the 

ears. :;; parties 

l!ll!m"""'en!l!'!!',.o"'""co!'l"!!o'!!p~er!!'!a!'Pe!!",•1'!!n•g!!!o!!"o~•,~11"'t !",~t~o•1~m~p~em~e'•-'n'!"'t .,a•r~n~a""rx.~e~ti""n-.g•s~t~ra~t•-'eg~y~t !~1a'.':t~r~e~su~ts~in the timely 

funding of Projects in accordance with the funding fichedules to the Developers. Finder 

acknowledges that timely funding to the Developers is a material condition to this Agreement 

and as such, shall endeavor to not divert Foreign Investors to U.S. projects which compete with 

hMn -

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15, 2019 

'-

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7. Acceptance of Foreign hlvestors: The decision to accept a foreign Investor in the 

Company is in the absolute and sole discretion of the Company. lt is acknowledged and agreed. 

by Finder that no Finder's Fee or Annual Fee will be due and payable to Finder unless the 

Foreign lnvcstor is accepted as an investor into the Company, which dctennination shall be made 

prior to the Foreign Investor's initial deposit into Escrow. 

_ 8. Lega1 Representation: Finder acknowledges and agrees that Immigration Counsel will 

represent the Foreign Investor in reviewing Foreign Investor's background, in";detennining 

·whether Foreign Investor meets the qualifications to apply for EB-5 Vis11 unde{the ~B-5 

Program and in preparing and filing the Investor's I-S26 Petition. Finder als6)grees thafsubject 

to the Foreign Investor's choice, the U.S. Immigration Counsel will file all of the, 1~526 Petitions 

on the Project. It is the Finder's responsibility to ensure that all 1-526 Petition cases are refene<l 

to U.S. Jmmigration Counsel. · 

9. Limitation of Services: This Agreement relates solel)',Jo Fi~det'..s services tendered in 

providing the Company with the name of the Foreign Investor.<\here are no additional services 

that Finder is required to perform to be entitled to thefiriij£r''siFe¢}~the event the Investment in 

the Company is made and USCIS approves the Foreign ln~estor's 1-526 Petition, subject to the 

refund policy in Section 5 .. :. '

0

' 

JO. Represe,]!ations and Acknowledgemerit:;;.finder,,oii the one hand, and the Company, on 

the other hand, hereby represent and warrant to eachother and acknowledge and agree that (i) 

the Offering shall be conducted pursuant to Regulation S, only non U.S. persons (as defined in 

Regulation S) will participate, an<!,the ()tfer and sale of Units shall only be conducted in offshore 

transactions (as defined in Regulation Sf (ii) Pinder shall contact all potential Foreign Investors 

outside the United States, and.,itl! othh relevant communications shall be made outside the U.S. 

(iii) Finder is not a licensecfor ·~t~(stcrcd securities broker or dealer, or investment ~dvisor in the 

U.S. and as such wiH. not c611duci·•~ctivities in the U.S. for which registration as a securities 

broker, dealer or investμjent.a~yj~or is required, (iv) Finder shall not be liable to the Company 

for any liability arising out of the Company's failure to conduct the Offering pursuant to or in 

according with Regulatio.n S'{including Rule 902(b)(3) thereof), (v) Finder and the Company are 

each in compliance applicable laws and regulations relating to the perfrmnance of this 

Agreen,~.eiltl!nd tltt:: ()f[ering, (vi) Finder is duly organized, validly existing and in good standing 

under~'the laws of P:1{. China and has obtained the necessary license from reievant. public 

authorjties in f):~. China 10 act as an immigration agency in the U.S. EB-5 Program. Except as 

expressly set forth in this Agreement, Finder and the Company make no representations or 

warranties whatsoever, either express or implied, (vii) Finder shall furnish to the Company such 

information in writing as shall be requeste<l by the Company with respect to any disclosures or 

certifications required by the USCIS, the SEC or any applicable regulatory agency having 

jurisdiction, including but not limited to annual certifications that Finder is in compliance with 

the tenns of this Agreement, and (viii) ll'Othing in this Agreement shall cause Finder to be the 

Company's partner, employee, or agent, or give Finder any authority to act for the Company. 

The Company shall not be liable for any of Finder's acts'or obligations under this Agreement. 

STHJCTL Y CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15, 2019 

5 

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11. Miscellaneous: This Agreement shall be binding upon the Parties and their respective 

estates, heirs, successors, and permitted assigns. This Agreement may be changed only by the 

written consent of both Parties. This Agreement is not assignable. This Agreement is the entire 

agreement between the Parties, and supersedes all prior agreements, oral or written, if any 

between the Parties, and there are no other understandings, representations or warranties between 

the Parties except as set forth in this Agreement. This Agreement may be signed in any number 

of counterpar1s, each of which shall be deemed an original. Delivery of executed pages by 

facsimile or electronically will constitute effective delivery of this Agreement and have the same 

effect as the delive_ry of an originul executed counterpart. 

12. Tem1ination for Cause: The Company has the right to terminate this Agreem~nt,ifin:its 

sole discretion the Finder is in breach of any of the material tenns of this 1\greeipi,!!Jl, For the 

avoidance of doubt, if the representations contained in Section IO are found at any poinfto not be 

true, this shall be considered a material breach of the temts of this AgreM1ent. The Finder also 

has the right to tenninate this Agreement if in its opinion the Co;tipany bfeach'ed any material 

representations in this Agreement. If this Agreement is terminated/the tem1inating party shall 

deliver thirty (30) days prior written notice to the other Party. T)1e Comp~ny and the Finder also 

agree that either Party, in its sole discretion may waive- any bretlqh of this Agreement. Either· 

Party shall also have thirty (30) days to cure a material bi-each <5f'th:is'Agrcement from the date of 

notification by the tcm1inating party. Notwithstanding the fotcgoing, the provisions of Sections 

2, 3, 4, 5, 10, 13,14 and 15 hereof, shall surviv~'~ny,stlch termination or the expiration of this 

Agreement. · · !-;<<;,:·, ·. : ,;,., . • ;~'.;e., 

13. Fees and Expen&-es. Should any l~gal proc~~i~~ be necessary to constrne or enforce the 

provisions of this Agreement, then th~ prevailing/party in such legal action shall be entitled to 

recover all court costs, reason_able iitfomey foes, and costs of enforcing or collecting any 

judgment awarded. Except as:'a result ofagreach of their representations and agreements in 

Section l O(i) hereof, for w}:iidfthe:C:ompany shall indemnify the Finder, under no circumstances 

sha11 the Company be liablito,Fiiii:ier with respect to any matter contemplated by this Agreement 

for any costs (other. than thtEind~i's Fee and Annual Fee), or for any indirect, incidental 

consequential, special ic>r p'Llnltive damages, and, except as a result of breach of their 

representations,and ~gr:!!ements in Section IO(i) henx>f, in no event shall the Company's liability 

arising out ofcor relatihg to this Agree~ent exceed the aggregate amount of the Finder's Fee, 

Marketing Fee and Annual Fee paid and payable to Pinder pursuant to Sections 2, 3 and 4 of this 

Agreement/ .... •·· ... i', 

-i J 3. l Q.garantv. As an inducement for Finder to enter into this Agreement, USIF 

hereby guareritees the full payment of the Finder's Fee and Annual Fee for each Project 

Notwithstanding the foregoing, Finder acknowledges and agrees that each Project is unique and 

unrelated to any other Project. As such, the obligations of any Company shall not be the 

obligation of any other Company listed in the Project Schedult..-s. 

14. Gov~ing Law. The judgment by any court of law that a particular section of this 

Agreement is illegal or unenforceable shall not affect the validity of the remaining provisions. 1t 

is the Parties' intention that the laws of the State of ~ew York shall govern the validity of this 

Agreement. 

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER "\5, 2019 

6 

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15. Schedules. Company and Finder will execute Schedules (governed by this Agre.ement) to 

evidence their agreement on specific Projects. Such Schedules will appear substantially similar 

to Schedule A attached hereto. Such Schedules will memorialize the tem1s of the amount of the 

tees payable to Finder under this Agreement. Finder agrees that to perfect its interest in 

payments owed for any introduced Foreign Investor, it must possess a validly executed Schedule 

from the Company. 

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15, 2019 

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Our signatures below shall legally bind us to the tenns and conditions of this Agreement in its 

entirety. We understand, agre.e, and accept the above terms and conditions of this Agreement as of the date first set forth above. 

FINDER 

BEIJL~G OVERSEAS EDUCATION & JMMJGRATION CONSULT SERVICE CO., 

LTD 

By,@ 

Name: - .. -> f1NG, . DIN~ 

Date: If I t;; V: / ),o / r 

I 7 

GUARANTOR 

U.S. IMMIGRATION FUND, LLC ..,..........~ ........ 

By: Capital 600~ LLC (Its Managing Member) \ -~ ~ 

•••'•••~"~v • •• 

[ts: Manager 

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15, 2019 

\ 8 

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., 

Schedule A 

Company: 

Project Desc1iption: 

Annual Fee/Administrative Fee:: 

Atmual Fee Payment Schedule: 

Finder will be entitled to receive the Annual Fee for a perj,q~_ c6mmencing from the closing and 

funding of at least ninety-five percent (95%) of the prdce~ds· ofthd..-0an to the Developer and 

expiring on the maturity date of the Loan. The Annual. Fee,shall be funded out of the interest 

payments to be made by the Developer to the Gornpany' pursuant to the terms of the Loan to be 

entered into between the Company and the D~vcl~per. PrC>v1ded that at least ninety-five percent 

(95%) of the proceeds of the Loan are funded and 'iri.t~r,est payments are paid, the Annual Fee 

shall be paid lo finder on a quarterly biiits, in arrears \vi thin fifteen ( 15) business days after the 

Company receives payments of interest purs,u.ant tdfoe Loan. 

The illustration below shows the Galc,u,latioh of payments to b~ made to the Finder. .. '··, , .. ~ . 

For Illustration .Purpose.~,,.,,, ' .. 

(Loan Amount $[A1iii>,~nt) and'.~ss~nting ?5% of Lonn Funded) 

I. Annual Fe~;P~yiri~~~ ~oqimencement (95% of the Loan) 

Loan Amounf~t Which;Payment Commences: $[A] (95% ofS[Loan Amount]) 

AnnualJ~e: $[BJ([A.n.Hual Fee Percentage]% of$[A]) 

Annuaf'Fec DisblirsecrQuarterly in Arrears Years 1-5: $[C] ($[B] divided by 4) 

11. Subsequent. Loan Amount (the remaining 5% of the Loan) 

Subsequent'Loan Amount: $[Remaining Amount] 

Amrnal Fee: $[DJ ([Annual Fee Percentage]% of $[Remaining Amount]) 

Annual fee Oisbursed Quarterly in Arrears Years l-5": $[E] ($[DJ divided by 4) 

*Commencing and adjusted pro rata according to when subsequent loan proceeds are funded to 

the Developer. 

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15. 2019 

YAN1568_500 

Case 9:20-cv-81141-DMM Document 1 Entered on FLSD Docket 07/15/2020 Page 31 of 35
Case: 1:19-cv-01230 Document#: 88-2 Filed: 05/05/20 Page 10 of 10 PagelD #:4220 

CONFIOENTl,\L - M.,W NOT BE DISSEMINATED, DISTRIBUTED OR POSTED ON INTERNET PURSUANT TO ORDER 

Date 

2017.01.11. 

2018.02.02 

1568 Broadway 

Payee 

GOOS .$ 

GOOS s 

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15. 2019 

Amount 

10,000.00 

20,000.00 

f'rom To 

8J;.£!Ji !if..f.!J! 

YAN LIXING FUNDS FLOW 

PAYMENTS TOGDOS relative to YAN LIXiNG 

.5751 1\gent fee from Admi" Fees GOOS 

5751 Agent tee GOOS 

,,/·'~ 

'-

YAN1568_002 

Case 9:20-cv-81141-DMM Document 1 Entered on FLSD Docket 07/15/2020 Page 32 of 35
'I 

I 

-01 CONFIDENTIAl _ MAY NOT " O<SSEMINATED. OISTR'BUTED OR POSTED ON INTI'RNET euRSUANTTO ORDER 

Da~ 

2017.01.12 

2018.02.02 

1568 Broadway 

~~ 

GDOS $ 

GOOS $ 

STRICTLY CONFIDENTIAL PURSUANT 

TO ORDER DATED OCTOBER 15, 2019 

From 

Amount Acct 11 

YAN LIXING FUNDS FLOW 

PAYMENTS TOGDOS relative to YAN LIXJNG 

10,000.00 5751 Agent foe trorn Adrnin fee'., 

20,000.00 5751 Agent tee 

To 

Acct tt 

GDOS 

GOOS 

YAN1568_002 

Case 9:20-cv-81141-DMM Document 1 Entered on FLSD Docket 07/15/2020 Page 33 of 35
/[FILED: NEW YORK COUNTY CLERK 07/20/2018 07: 25 PM) I 

INDEX NO. 156339/2018 

iNYSCEF DOC. NO. 37 RECEIVED NYSCEF: 07/20/2018 

;, 6-fl\--SAUL EWING 

1\ 

!; ARNSTEIN 

I 

I 

', 

r 

& LEHRLLP 

July 20, 2018 

To: Supreme Court of The State of New York, County of New York 

Re: Verified Petition for Injunction (the "Injunction Petition") 

Index No.: 156339/2018 

Dear Sir or Madam: 

The purpose of this letter is to state our position that if the Court rules in favor of the 

Injunction Petition, we strongly believe all those members of 701 TSQ 1000 Funding, LLC (the 

"Company") who elected to have the Company redeploy their money would be highly 

prejudiced for the reasons set forth in that certain "USCJS Rules on Sustainment of Investors 

Funds and Redeployment" recently issued by the EB-5 Investment Coalition. 

In considering the foregoing, please be advised that our Firm has assisted in multiple 

redeployment transactions under the EB-5 program involving over $500 million. Additionally, 

we represent a group of members of the Company who have elected to have the Company 

redeploy their money in order to maintain their immigration status under the EB-5 program. 

Please feel free to contact me with questions or concerns regarding the foregoing matter. 

Very truly yours, 

Southeast Financial Center • 200 S. Biscayne Blvd., Suite 3600 • Miami, FL 33 J 3 I 

Phone; (305) 428-4S00 • Fax; (305) 374-4744 

DELAWARE FLORIDA ILLINOIS MARYLAND MASSACHUSETTS NEW JE,RSEV NEW YORK PENNSYLVANIA WASHINGTON, DC 

A DELAWARE LIMITED U>JIIIJlY PARlNl!R.SIIIP 

115013271.1 

Case 9:20-cv-81141-DMM Document 1 Entered on FLSD Docket 07/15/2020 Page 34 of 35
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