EB-5 LOAN AGREEMENT
THIS EB-5 LOAN AGREEMENT (“Loan Agreement”) is made as of this January 21, 2025 by 3D PRINTING DEV, LLC, a Delaware limited liability company (“Borrower”), and 3DFLOR OPPORTUNITY, LP, a Delaware limited partnership (“Lender”).
WHEREAS, Borrower desires to obtain a loan from Lender in an initial maximum principal amount of Twenty-Four Million and No/100 United States Dollars (US$24,000,000; as may be increased pursuant to Section 2.01(c)) in lawful money of the United States of America to fund the Project as defined herein;
WHEREAS, Lender is organizing a private placement of its Units as more particularly described in that certain Confidential Private Placement Memorandum dated January 21, 2025, proceeds (“Offering Proceeds”) from which offering will be used to extend the Loan as provided hereunder.
NOW, THEREFORE, in consideration of making such loan and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Borrower and Lender agree as follows:
ARTICLE I
DEFINED TERMS AND RULES OF CONSTRUCTION
Section 1.01 Defined Terms. Capitalized terms not otherwise defined in the body of this Loan Agreement shall have the meaning given to each such term in Schedule 1.01 of this Loan Agreement.
Section 1.02 General Construction. Defined terms used in this Loan Agreement may be used interchangeably in singular or plural form, and pronouns are to be construed to cover all genders. All references to this Loan Agreement or any agreement or instrument referred to in this Loan Agreement shall mean such agreement or instrument as originally executed and as hereafter amended, supplemented, extended, consolidated, or restated from time to time. The words “herein,” hereof,” “hereunder,” and words of similar import refer to this Loan Agreement in its entirety and not to any particular subdivision. Unless otherwise indicated, the words “Article” and “Section” refer to the entire article or section, as applicable, and not to any particular subsection or other subdivision thereof. References to days for performance means calendar days unless the defined term “Business Days” is used.
ARTICLE II
LOAN ADVANCE AND REPAYMENT
Section 2.01 Incremental Advances; Maximum Loan Amount. Subject to the terms and conditions set forth herein, and in reliance on Borrower’s representations, warranties, and covenants as set forth herein, the Loan shall be disbursed in incremental Advances and will not exceed the Maximum Loan Amount. The Loan shall be evidenced by this Loan Agreement and by the Note made by Borrower to the order of Lender which shall bear interest and be paid upon the terms and conditions set forth herein and as evidenced and secured by the Security Instrument and other Loan Documents.
(a) Initial Advance. The Lender shall make an initial Advance (the “Initial Advance”), provided, however, that each of the following conditions shall have been fulfilled prior to the initial Advance, (a) the Lender is receipt of any Offering Proceeds, and (b) each of the Note and the Security Instrument shall have fully executed by Borrower and Lender. Within ninety (90) days after the Initial Advance, the Lender shall cause a UCC-1 Financing Statement to be filed in the State of Delaware against the Collateral as set forth in the Security Instrument.
(b) Subsequent Advances. From time to time after the Closing Date, Lender shall make Advances to Borrower, in accordance with Borrower’s Advance request, provided, however, that (a) the Lender shall not be required to Advance beyond the lower of (i) the aggregate Unreturned Capital Contribution of all of the EB-5 Limited Partners, and (ii) the Maximum Loan Amount.
(c) Maximum Loan Amount. The maximum aggregate amount of Advances made by Lender hereunder (the “Maximum Loan Amount”) shall initially be US$24,000,000 unless other agreed to by and between Borrower and Lender.
Section 2.02 Calculation of Interest.
(a) Applicable Interest Rate. Interest on the Loan shall accrue at the Applicable Interest Rate.
(b) Computation of Applicable Rate. Interest due on the Loan shall be paid in arrears and calculated based on a 366-day year composed of the actual number of days elapsed for any whole or partial month in which interest is being calculated, except that interest due for a period of less than a full calendar month shall be calculated by multiplying the actual number of days elapsed in such partial month by a daily rate calculated on said 366-day year.
Section 2.03 Payments of Principal and Interest. On the Initial Maturity Date (as may be extended pursuant to Section 2.04 or accelerated as a result of Section 6.02(a); the “Maturity Date”), Borrower shall pay the entire outstanding principal balance of the Loan, together with all accrued but unpaid interest thereon and all other amounts due under this Loan Agreement, the Note, or any other Loan Document.
Section 2.04 Extension Options. Provided that no Event of Default occurs and continues to occur, Borrower shall have the options to extend the Initial Maturity Date twice for successive one-year periods provided that Borrower delivers a written notice to Lender requesting such extension at least thirty (30) days prior to the Loan’s then effective maturity date.
Section 2.05 Application of Principal and Interest. Payments of principal and interest due from Borrower shall be applied first to the payment of accrued and unpaid interest, and then to the reduction of the outstanding principal.
Section 2.06 Prepayment Rights Limited. Borrower may prepay any or all portion of the Loan, without premium or penalty, at any time with prior written notice to the Lender, provided, however, that Borrower shall not prepay any portion of the Loan if the cumulative prepayment will exceed the aggregate Minimum Investment Amounts of the EB-5 Limited Partners that have not satisfied the EB-5 Investment Sustainment Period.
ARTICLE III
LOAN SECURITY AND SEPARATE ACCOUNT
Section 3.01 Security Instrument. Payment of the Loan and performance of the Obligations shall be secured, inter alia, by the Security Instrument. Borrower shall abide by all terms, covenants, and agreements contained in the Security Instrument executed and delivered as of the Closing Date. Borrower acknowledges and agrees that the Security Instrument shall be deemed a “security agreement” within the meaning of Article 9 of the UCC.
Section 3.02 Separate Account. The Borrower shall establish and maintain a separate bank account for receiving and disbursing proceeds from the Loan.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Borrower acknowledges and agrees that in making the Loan evidenced by the Loan Documents, Lender has relied on the truth, completeness, and accuracy of the representations and warranties made by Borrower herein. Borrower hereby makes the representations and warranties contained in this ARTICLE IV to Lender as of the Closing Date.
Section 4.01 Organization and Legal Status. Borrower and Pledgor is duly organized, validly existing, and in good standing under the laws of each of their respective states of formation.
Section 4.02 Power; Authority; and Enforceable Obligations.
(a) Power and Authority. Borrower has full power, authority, and legal right to execute, deliver, and perform all obligations under the Loan Documents and has taken all necessary action to authorize: (i) the borrowing of the Loan on the terms and conditions set forth in the Loan Documents; (ii) the execution and delivery of all Loan Documents; and (iii) Borrower’s performance under all Loan Documents. The officer or representative of Borrower signing the Loan Documents on behalf of Borrower has been duly authorized and empowered to do so.
(b) Enforceable Obligations. The Loan Documents constitute legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Section 4.03 No Legal Conflict. With respect to the Borrower’s execution, delivery, and performance of its obligations under the Loan Documents, the following is true, accurate, and complete to Borrower’s knowledge, information, and belief:
(a) Third-Party Agreements. The Loan does not violate, contravene, breach, or result in a default under any agreement or instrument to which Borrower is a party or by which the Collateral may be bound or affected.
(b) Requirements of Law; Usury. The Loan does not violate any Requirements of Law (including, without limitation, usury laws).
(c) No Other Consents or Filings. The Loan does not require any authorization or consent from, or any filing with, any third party or Governmental Authority to perfect Lender’s security interest in the Collateral except for the filing of UCC-1 Financing Statement securing Lender’s security interests in the Collateral with the state in which the Borrower is incorporated.
Section 4.04 No Litigation. No action, suit, or proceeding, including, without limitation, investigative, judicial, or administrative is currently pending or, to the best of Borrower’s knowledge, information, or belief, affecting, threatened, or contemplated against Borrower, Pledgor, or the Collateral that has not been disclosed by Borrower in writing to Lender.
Section 4.05 Business Purpose of Loan. The proceeds of the Loan are for, and shall be used for, the exclusive purpose of the Project.
Section 4.06 Perfection and Priority of Lien. The UCC financing statement, when filed or recorded, as applicable, create a valid, perfected security interest, in the Collateral (to the extent a security interest in such collateral can be perfected by the filing of a UCC financing statement).
Section 4.07 Survival. The representations and warranties contained in this ARTICLE IV shall survive for so long as the Loan shall remain payable or any Obligation shall remain subject to performance.
ARTICLE V
NO TRANSFERS OR ENCUMBRANCE
Section 5.01 Prohibition Against Transfers. Prior to full payment of the Obligations hereunder, Borrower shall not permit any Transfer or cause any Transfer to occur without the prior written consent of the Lender. Any Transfer made in violation of this Loan Agreement shall be an Event of Default.
ARTICLE VI
EVENTS OF DEFAULT; REMEDIES
Section 6.01 Events of Default. The occurrence of any one or more of the following events shall, at Lender’s option, constitute an “Event of Default” under the Loan:
(a) Maturity Default. If unpaid principal, accrued but unpaid interest and all other amounts outstanding under the Loan are not paid in full on or before the Maturity Date, time being of the essence.
(b) False Representation or Warranty. If any representation or warranty made by Borrower or Pledgor in any Loan Document shall have been false or misleading in any material respect when made.
(c) Assignment for the Benefit of Creditors. If Borrower or Pledgor shall make an assignment for the benefit of creditors; or generally not pay its debts as they become due.
(d) Seeking Debtor Relief. If Borrower or Pledgor shall commence any case, proceeding, or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, or relief of debtors:
(i) Seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts; or
(ii) Seeking appointment of a receiver, trustee, custodian, conservators, or other similar official for it or for all or any substantial part of its assets.
(e) Involuntary Bankruptcy Proceeding. If there shall be commenced against Borrower or Pledgor any case, proceeding, or other action of a nature referred to in Section 6.01(f) above by any party other than Lender which:
(i) Results in the entry of an order for relief or any such adjudication or appointment; or
(ii) Remains undismissed, undischarged, or unbonded for a period of one hundred and eighty (180) days.
(f) Other Default. Except to the extent otherwise specifically set forth in this Loan Agreement or other Loan Document, if any other default shall occur which is not cured:
(i) In the case of any default which can be cured by the payment of a sum of money, within one hundred and eighty (180) days after written notice from Lender to Borrower; or
(ii) In the case of any other default, within one year after written notice from Lender to Borrower, except that if said default cannot be cured within such one-year period of time and provided that Borrower is diligently pursuing a cure and no other default is then existing, then, Borrower shall have an additional reasonable period to effect a cure, but in no event shall the entire cure period be more than one hundred and eighty (180) days.
Section 6.02 Lender’ Remedies. Upon the occurrence and during the continuance of an Event of Default, in addition to all other rights, remedies, and powers of Lender at law or in equity, all of which Lender hereby reserves, Lender may take any action described in this Section 6.02 to the fullest extent permitted by law.
(a) Acceleration. Lender may declare the entire Debt immediately due, payable, and collectible, regardless of maturity, and, in that event, the entire Debt shall become immediately due, payable, and collectible; and thereupon Lender may exercise all rights and remedies granted hereunder or at law.
(b) Protective Advances. Lender shall have the right to make any payments or incur any expenses Lender shall deem necessary or advisable to protect or preserve the Collateral and Lender’s lien and security interests therein, including, without limitation, any payment Borrower fails to make pursuant to the Loan Documents.
(c) UCC Foreclosure and Other Rights. With respect to any Collateral, Lender may exercise all rights, remedies, and powers accruing to Lender under the Loan Documents, the UCC, or any other remedy available at law or in equity. In exercising the right to sell any Collateral pursuant to the UCC, Borrower hereby agrees that ten (10) days’ prior written notice of such action shall constitute reasonable advance notice to Borrower.
(d) Right to Sue. Lender may, from time to time, take any legal action permitted by applicable law to recover any sums due under the Loan Documents, without regard to whether the Loan has been accelerated, or whether foreclosure or and any other enforcement action has been commenced. Lender may exercise this right without prejudicing Lender’s right to concurrently take any other enforcement action, including, without limitation, foreclosure.
(e) Remedies Cumulative; No Waiver. The rights, powers, and remedies of Lender hereunder are separate, distinct, and cumulative with all other rights, powers, and remedies of Lender in the other Loan Documents, at law, or in equity, each of which may be exercised independently, concurrently, and successively in Lender’s sole discretion. Lender’s election of any right, power, or remedy shall not deemed exclusive of any other and shall not bar or limit the exercise of any other right, power, or remedy. No delay or failure by Lender to accelerate the Loan or exercise any right, power, or remedy shall be deemed a waiver by Lender or estop Lender from the future exercise thereof. No partial exercise of any right, power, or remedy shall preclude the further exercise thereof. Notice or demand given to Borrower in any instance shall not entitle Borrower to notice or demand in any other instance, except as expressly required by the Loan Documents or by Requirements of Law. Lender may release security for the Loan, may release any party liable therefore, may grant extensions and forbearances, may accept partial or past due amounts, and may apply any sums or other security held by Lender to the repayment of the Loan, in each case without prejudice to Lender and without such action being deemed an accord and satisfaction or a reinstatement of the Loan.
Section 6.03 Reimbursement for Enforcement Costs. Borrower shall reimburse Lender for all documented costs, fees, and expenses (including, without limitation, reasonable attorney fees) incurred by Lender in connection with any enforcement action taken in accordance with this ARTICLE VI.
ARTICLE VII
NONRECOURSE - LIMITATIONS ON PERSONAL LIABILITY
Section 7.01 Nonrecourse Obligation. Except as otherwise provided in this ARTICLE VII, or expressly stated in any of the other Loan Documents, Lender shall enforce the liability of Borrower to perform and observe the obligations contained in this Loan Agreement and in each other Loan Document only against the Collateral as security for payment of the Loan and performance of Borrower’s obligations under the Loan Documents and not against Borrower or any of Borrower’s principals, directors, officers, members, or employees.
Section 7.02 Partial Recourse Liability. The nonrecourse provisions of Section 7.01 SHALL NOT APPLY, and Borrower shall be liable for all actual losses, claims, expenses, or other costs or liabilities incurred by Lender arising out of, relating to, or attributable to, in whole or in part in connection with the occurrence of any event described below.
(a) Misapplication or Misappropriation of Funds. Misapplication or misappropriation of proceeds from the Loan to businesses other than the Project.
(b) Criminality or Malfeasance. Criminal acts of Borrower resulting in the seizure, forfeiture, or loss of all or any part of the Property or the Collateral.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01 No Joint Venture; No Third-Party Beneficiaries. Borrower and Lender intend that the relationship created hereunder and under each of the other Loan Documents is solely that of borrower and lender. Nothing herein or in any of the other Loan Documents is intended to create, nor shall it be construed as creating, anything but a debtor-creditor relationship between Borrower and Lender and no such relationship shall be drawn or implied from any of Lender’s actions or from any prior relationship between the parties. No rights reserved or granted to Lender under the Loan shall be deemed to confer those rights on anyone other than Lender and its successors and assigns. Lender shall have no obligation to Borrower or any other Person in respect of the Loan the Property, the Collateral or any part thereof, and no party shall be deemed a third-party beneficiary entitled to enforce the performance or observance of any of the rights or obligations created in favor of Lender under the Loan Documents.
Section 8.02 Notices. All notices, requests, and communications required or permitted to be delivered hereunder shall be in writing, by one of the following methods: (a) hand delivery, whereby delivery is deemed to have occurred at the time of actual delivery; (b) overnight, one-day delivery service by a nationally recognized overnight courier service, whereby delivery is deemed to have occurred the Business Day following deposit with the courier; and (c) certified U.S. Mail, return receipt requested and postage-prepaid, whereby delivery is deemed to have occurred on the third Business Day following deposit with the United States Postal Service.
Section 8.03 Entire Agreement; Modification; Time of Essence. This Loan Agreement, together with the other Loan Documents, contain the entire agreement between Borrower and Lender with respect to the Loan and supersede and replace all prior discussions, communications, understandings, and agreements, oral or written, with respect to the Loan. If any provision in any other Loan Document shall conflict with this Loan Agreement, this Loan Agreement shall control. No Loan Document shall be modified, supplemented, or terminated, and no provisions thereof waived, except by written instrument signed by the party against whom enforcement is sought, and then only to the extent of such writing. Time is of the essence with respect to all Borrower’s Obligations under the Loan Documents.
Section 8.04 Binding Effect; Joint and Several Obligations. This Loan Agreement and each of the Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
Section 8.05 Duplicate Original; Counterparts; Electronic Delivery. This Loan Agreement and each of the other Loan Documents may be executed in any number of duplicate originals, and each duplicate original shall constitute an original of such document. This Loan Agreement and each of the other Loan Documents (and each duplicate original) may be executed also in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully-executed agreement even though all signatures may not appear in the same document. Delivery of an executed counterpart of a signature page to any Loan Document by facsimile or in electronic format (that is, “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of such Loan Document.
Section 8.06 Unenforceable Provisions. Any provision of this Loan Agreement or any other Loan Document which is determined by a court of competent jurisdiction or government body to be invalid, unenforceable, or illegal shall be ineffective only to the extent of such holding and shall not affect the validity, enforceability, or legality of any other provision, nor shall such determination apply in any circumstance or to any party not controlled by such determination.
Section 8.07 Governing Law. This Loan Agreement and each of the other Loan Documents shall be interpreted and enforced according to the laws of the State of Delaware without giving effect to rules or principles of conflicts of law.
Section 8.08 Binding Arbitration. Any controversy, dispute, or claim between the parties to any of the Loan Documents arising out of, in connection with, or in relation to the formation, negotiation, interpretation, performance or breach of any of the Loan Documents shall be submitted to JAMS (hereinafter, the “Arbitration Service”) and shall be settled exclusively by arbitration, before a three-member arbitration panel, in accordance with this Section 8.08. This agreement to resolve any disputes by binding arbitration shall extend to claims against any parent, subsidiary or affiliate of each party, and, when acting within such capacity, any officer, director, member, employee or agent of each party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law. Arbitration shall be the exclusive remedy for determining any such dispute, whether in tort, contract or otherwise, regardless of its nature. Arbitration shall be governed by the Comprehensive Arbitration Rules and Procedures and International Arbitration Rules (or similar commercial arbitration rules) of the Arbitration Service. In the event of a conflict between the applicable rules of the Arbitration Service and these procedures, the provisions of these procedures shall govern. To select the three-member arbitration panel, the parties shall each name one neutral arbitrator, and those two arbitrators shall select a third neutral arbitrator from a list of potential arbitrators jointly prepared by the parties. The arbitration proceeding shall be decided by majority vote of the three-arbitrator panel. Unless mutually agreed by the parties otherwise, any arbitration shall take place in the Borough of Manhattan, City of New York, State of New York, United States of America.
In the event of a dispute subject to this Section 8.08, (a) the parties shall be entitled to reasonable discovery subject to the discretion of the arbitration panel, (b) all testimony of witnesses shall be taken under oath, and the admission of evidence shall be governed by the rules of evidence applicable to civil proceedings under applicable law, and (c) a stenographic record shall be kept of all oral hearings. The remedial authority of the arbitration panel shall be the same as, but no greater than, would be the remedial power of a court having jurisdiction over the parties and their dispute; provided, however, that the arbitration panel shall have no power or authority under this Agreement or otherwise to award or provide for the award of punitive or consequential damages against any party. The arbitration panel shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that such party would be entitled to summary judgment if the matter had been pursued in court litigation. The parties and the arbitration panel shall keep confidential all matters relating to any arbitration hereunder (including without limitation the existence of the dispute and the arbitration).
In interpreting this Agreement, the arbitration panel shall be bound by and follow the substantive law of the State of Delaware. To the extent applicable and not inconsistent with this Section 8.08, the arbitration panel shall apply the Federal Rules of Civil Procedure and the Federal Rules of Evidence.
Any filing or administrative fees shall be borne initially by the party requesting administration by the Arbitration Service. If both parties request such administration, the fees shall be borne initially by the party incurring such fees as provided by the rules of the Arbitration Service. The initial fees and costs of the arbitration panel shall be borne equally by the parties. The prevailing party in such arbitration, as determined by the arbitration panel, and in any enforcement or other court proceedings, shall be entitled to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitration panel’s compensation), expenses, and attorneys’ fees.
The arbitration panel shall render an award and written opinion, and the award shall be final and binding upon the parties.
If any of the provisions of this Section 8.08 are determined to be unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Section 8.08 and this Section 8.08 shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If a court should find that the arbitration provisions of this Section 8.08 are not absolutely binding, then the parties intend any arbitration decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact, and treated as determinative to the maximum extent permitted by law.
Section 8.09 Consent to Jurisdiction and Venue. Subject in all events to the foregoing provisions on arbitration, all actions to enforce or interpret this Agreement shall be brought exclusively United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware) and each of the parties agrees that such courts shall have exclusive jurisdiction and venue for any such actions. If a suit or other legal proceeding is brought by a party to this Agreement to enforce its provisions, or to seek remedy for any breach hereof, then the prevailing party shall be entitled to recover all costs and expenses reasonably incurred in connection with such suit or proceeding. Any judgment may be entered in any court having competent jurisdiction wherever located. Final judgment against Borrower in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment. Nothing herein shall, however, preclude or prohibit Lender from bringing any action or proceeding against Borrower in any other jurisdiction as may be necessary to enforce the rights and remedies available to Lender under the Loan Documents, at law, or in equity.
Section 8.10 WAIVER OF TRIAL BY JURY. BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE OBLIGATIONS AND TRANSACTIONS CONTEMPLATED THEREIN, WHETHER BASED ON CONTRACT, EQUITY, TORT, OR ANY OTHER LEGAL THEORY. THIS WAIVER IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this EB-5 Loan Agreement as of the date set forth above.
BORROWER:
3D PRINTING DEV, LLC,
a Delaware limited liability company
By its Managing Member: | BENCHWICK LLC, | |
| a Delaware limited liability company | |
| | | |
| By: | /s/ Lin Li | |
| | Name:Lin Li | |
| | Title:CEO | |
LENDER:
3DFLOR OPPORTUNITY, LP,
a Delaware limited partnership
By its General Partner: | SCFLOR MANAGEMENT, LLC, | |
| a South Carolina limited liability company | |
| | | |
| By: | /s/ Lin Li
| |
| | Name:Lin Li | |
| | Title:CEO | |
SCHEDULE 1.01
Schedule of Defined Terms
“Applicable Interest Rate” means one percent (1.00 ).
“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, codified as 11 U.S.C. §101 et. seq., and the regulations issued thereunder, both as hereafter modified from time to time.
“Borrower” has the meaning given in the introductory paragraph of this Loan Agreement.
“Business Day” or “business day” means any day other than a Saturday, a Sunday, or days when Federal Banks located in the City of New York, State of New York are closed for a legal holiday or by government directive.
“Closing Date” means the date on which the Initial Advance is received by the Borrower.
“EB-5 Program” means the “EB-5 Program” administered by the USCIS in accordance with its statutory authority granted under 8 U.S.C. §1153(b)(5) (including any amendments, supplements, and successors thereto) and rules and policies promulgated thereunder.
“EB-5 Limited Partners” means the Limited Partners of Lender (as a Delaware limited partnership) investing in Lender to, among others, receive immigration benefits under the EB-5 Program.
“EB-5 Investment Sustainment Period” means that minimum period during which an EB-5 Limited Partner’s capital investment in Lender must remain invested, unreturned, and placed at risk in accordance with 8 U.S.C. §1153(b)(5)(A)(i), 8 U.S.C. §1153(b)(5)(F)(v)(i), and other rules, regulations, and policies promulgated by the USCIS.
“Event of Default” means the occurrence any of the events set forth in ARTICLE VI of this Loan Agreement.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any Person exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to such government.
“Initial Advance” has the meaning set forth in Section 2.01(a).
“Initial Maturity Date” means the third (3rd) anniversary of the Closing Date. In the event the Initial Maturity Date falls on a day that is not a Business, the Initial Maturity Date shall be the next Business Day.
“Lender” has the meaning in the introductory paragraph of this Loan Agreement.
“Loan” means the aggregate of all principal and interest payments that accrue or shall be due and payable in accordance with this Loan Agreement, together with any other amounts due under the Loan Documents.
“Loan Agreement” means this EB-5 Loan Agreement.
“Loan Amount” means the aggregate amount of Advances made hereunder, in lawful money of the United States, advanced to Borrower pursuant to this Loan Agreement.
“Loan Documents” means, collectively, this Loan Agreement, the Note, and the Security Instrument executed in connection with the Loan, as each such agreement may be modified, supplemented, consolidated, extended, or restated from time to time.
“Maturity Date” has the meaning set forth in Section 2.03 of this Loan Agreement.
“Maximum Loan Amount” has the meaning set forth in Section 2.01(c) of this Loan Agreement.
“Note” means that certain Promissory Note dated as of the Closing Date made by Borrower to the order of Lender in the Loan Amount substantially in the form attached hereto as Exhibit B.
“Obligations” means the Loan and all covenants, obligations, payments, and liabilities of every kind and nature owed by Borrower to Lender, whether direct or indirect, absolute, or contingent, due or to become due, now existing or hereinafter incurred, arising under, out of, or in connection with the Loan and the Loan Documents.
“Person” means an individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, or any other entity of whatever nature.
“Pledgor” means Benchwick LLC, a Delaware limited liability company.
“Requirements of Law” means: (a) the organizational documents of any entity; and (b) any law, regulation, ordinance, code, decree, treaty, ruling, or determination of any arbitrator, court, Governmental Authority, or executive order issued by the President of the United States, in each case applicable to or binding upon such Person or to which such Person or any of such Person’s property (including without limitation, the Property) may be subject.
“Security Instrument” means that certain Membership Interest Pledge Agreement substantially in the form attached hereto as Exhibit B and executed as of the Closing Date to secure Borrower’s payment of the Loan and performance of the Obligations.
“Transfer” means any action by which the legal or equitable title to the Collateral, or any part thereof is sold, assigned, transferred, hypothecated, pledged, or otherwise encumbered or disposed of, whether undertaken directly or indirectly, or occurring by operation of law or otherwise.
“Project” means the development, establishment, operation, and financing of a resilient flooring manufacturing facility located at 2251 Catawba River Road, Fort Lawn, South Carolina 29714.
“UCC” means the Uniform Commercial Code in the state in which the Borrower is incorporated.
“USCIS” means the United States Citizenship and Immigration Services or any of its successors.
EXHIBIT A
EXHIBIT B
FORM OF SECURITY INSTRUMENT
MEMBERSHIP INTEREST PLEDGE AGREEMENT
This MEMBERSHIP INTEREST PLEDGE AGREEMENT, dated as of January 27, 2025 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Pledge Agreement”), made by and between BENCHWICK LLC, a Delaware limited liability company (the “Pledgor”), in favor of 3DFLOR OPPORTUNITY, LP, a Delaware limited partnership (the “Secured Party”).
WHEREAS, the Secured Party desires to loan to 3D PRINTING DEV, LLC, a Delaware limited liability company (the “Borrower”) in an aggregate unpaid principal amount not exceeding US$24,000,000.00 (the “Loan”), evidenced by that certain EB-5 Loan Agreement dated January 21, 2025 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) made by the Borrower and payable to the order of the Secured Party. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement;
WHEREAS, this Pledge Agreement is given by the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and
WHEREAS, it is a condition to the obligations of the Lender to make the Loans under the Loan Agreement at the Closing Date that the Pledgor execute and deliver this Pledge Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions.
(a) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.
(b) For purposes of this Pledge Agreement, the following terms shall have the following meanings:
“Collateral” has the meaning set forth in 2.
“Event of Default” has the meaning set forth in the Promissory Note.
“Pledged Units” means all of the issued and outstanding 49,000,000 Class A Units of 3D Printing Dev, LLC, a Delaware limited liability company.
“Proceeds” means “proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all income from the Pledged Units, collections thereon or distributions with respect thereto.
“Secured Obligations” has the meaning set forth in Section 3 of this Pledge Agreement.
“UCC” means Uniform Commercial Code in the state in which the Borrower is incorporated.
2. Pledge. The Pledgor hereby pledges, assigns and grants to the Secured Party, and hereby creates a continuing first priority lien and security interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):
(a) the Pledged Units; and
(b) all Proceeds and products of the foregoing.
3. Secured Obligations. The Collateral secures the due and prompt payment and performance of:
(a) the obligations of the Pledgor from time to time arising under the Loan Agreement, this Pledge Agreement or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest on the Loans (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Pledgor under or in respect of the Loan Agreement and this Pledge Agreement; and
(b) all other covenants, duties, debts, obligations and liabilities of any kind of the Pledgor under or in respect of the Loan Agreement, this Pledge Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in Section 3 being herein collectively called the “Secured Obligations”).
4. Perfection of Pledge.
(a) The Pledgor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 of the UCC, the Pledgor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Pledgor.
(b) The Pledgor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, without the signature of the Pledgor where permitted by law. The Pledgor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request.
5. Representations and Warranties. The Pledgor represents and warrants as follows:
(a) The Pledged Units have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights.
(b) At the time the Collateral becomes subject to the lien and security interest created by this Pledge Agreement, the Pledgor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Pledge Agreement.
(c) The pledge of the Collateral pursuant to this Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.
(d) It has full power, authority and legal right to borrow the Loans and pledge the Collateral pursuant to this Pledge Agreement.
(e) Each of this Pledge Agreement and the Loan Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).
(f) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the borrowing of the Loans and the pledge by the Pledgor of the Collateral pursuant to this Pledge Agreement or for the execution and delivery of the Loan Agreement and this Pledge Agreement by the Pledgor or the performance by the Pledgor of its obligations thereunder.
(g) The execution and delivery of the Loan Agreement and this Pledge Agreement by the Pledgor and the performance by the Pledgor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or the organizational or governing documents of the Pledgor or any agreement or instrument to which the Pledgor is party or by which it or its property is bound.
(h) The Pledgor has taken all action required on its part for control (as defined in Section 8-106 of the UCC) to have been obtained by the Secured Party over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of all or any part of the Collateral.
6. Distributions and Voting Rights.
(a) The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor has such right as a holder of the Pledged Units, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, in the Secured Party’s reasonable judgment, any such vote, consent, ratification or waiver would detract from the value thereof as Collateral or which would be inconsistent with or result in any violation of any provision of the Loan Agreement or this Pledge Agreement.
(b) The Secured Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all distributions with respect to the Pledged Units.
7. Further Assurances.
(a) The Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of the Secured Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected first priority security interest for so long as this Pledge Agreement shall remain in effect.
(b) The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.
(c) The Pledgor will not, without providing at least 30 days’ prior written notice to the Secured Party, change his legal name. The Pledgor will, prior to any change described in the preceding sentence, take all actions reasonably requested by the Secured Party to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.
8. Transfers and Other Liens. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party.
9. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints the Secured Party the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time [during the continuance of an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any distribution, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but the Secured Party shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.
10. Secured Party May Perform. If the Pledgor fails to perform any obligation contained in this Pledge Agreement, the Secured Party may itself perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor.
11. Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Pledge Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor’s part to be performed or observed in respect of any of the Collateral.
12. Remedies Upon Default.
(a) If any Event of Default shall have occurred and be continuing, the Secured Party may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Pledgor at its notice address as provided in Section 16 hereof ten (10) days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale.
(b) If any Event of Default shall have occurred and be continuing, all rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such distributions as Collateral.
(c) If any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party to the payment of expenses incurred by the Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. The Pledgor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Secured Party to collect such deficiency.
(d) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.
13. No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 15), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.
14. SECURITY INTEREST ABSOLUTE. The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Pledge Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of:
(a) any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;
(b) any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of the Loan Agreement, this Pledge Agreement or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;
(c) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;
(d) any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;
(e) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;
(f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Pledgor against the Secured Party; or
(g) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Pledgor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Pledgor or any other grantor, guarantor or surety.
15. Amendments. None of the terms or provisions of this Pledge Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.
16. Addresses For Notices. All notices and other communications provided for in this Pledge Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Loan Agreement, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.
17. Continuing Security Interest; Further Actions. This Pledge Agreement shall create a continuing first priority lien and security interest in the Collateral and shall (a) subject to Section 18, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Pledge Agreement without the prior written consent of the Secured Party.
18. Termination; Release. On the date on which all Loans and other Secured Obligations have been paid and performed in full, the Secured Party will, at the request and sole expense of the Pledgor, (a) duly assign, transfer and deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Pledge Agreement.
19. Governing Law. This Pledge Agreement and the Loan Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Pledge Agreement or the Loan Agreement (except, as to the Loan Agreement, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Delaware.
20. Counterparts. This Pledge Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Pledge Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Pledge Agreement. This Pledge Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Membership Interest Pledge Agreement as of the date first above written.
PLEDGOR:
BkNCHWlCK LLC.
a Delauar• limited liability company
By its Sole Member: | NORTHANN CORP„ | |
| a Nevada corporation | |
| | | |
| By: | /s/ Lin Li
| |
| | Name: Lin Li | |
| | Title: CEO | |
SECURED PARTY:
3DFLOR OPPORTUNITY, LP,
a Delaware limited partnership
By its General Partner: | SCFLOR MANAGEMENT, LLC, | |
| a South Carolina limited liability company | |
| | | |
| By: | /s/ Lin Li
| |
| | Name: Lin Li | |
| | Title: CEO | |
CONSENTED TO BY:
3D PRINTING DEV, LLC,
a Delaware limited liability company
By its Managing | Member: BENCHWICK LLC, | |
| a Delaware limited liability company | |
| | | |
| By: | /s/ Lin Li
| |
| | Name: Lin Li | |
| | Title: CEO | |
