IN THIS GUIDE · A supplier offers a large refundable reservation instead of a binding sale
Start with the E-2 eligibility and application overview
Read the reservation terms before calling it an investment
Ask for the full document, not the sales summary. Identify who holds the funds, which conditions trigger a refund, whether cancellation is at the buyer's option, and what the supplier must deliver. A reservation that the buyer can unwind for any reason keeps the money under the buyer's control. Contract, escrow and revocation terms need fact-specific review; refundable deposits are not automatically qualifying and not automatically worthless. Number every clause that mentions cancellation, refund, forfeiture or escrow release, then list them on one page with the party who controls each. That single page is what counsel reads first, and it usually shows whether anything is genuinely at stake.
Look for the commitments this reservation replaces
Compare the reservation with other enterprise payments and obligations: premises, equipment, insurance, permits, and fit-out. Assess each on its actual terms; a signed lease does not automatically make all future rent invested capital. Credible commitments can support a prelaunch case without first sales. Also explain how the investor will direct an enterprise with non-marginal capacity. Each commitment needs its own document rather than a mention in a business plan: the signed lease, the equipment order, the insurance binder, the permit application with its receipt number. A commitment described only in a projection has no counterparty and cannot be tested.
Trace the money before it reaches the supplier
A wire confirmation to the supplier shows a transfer, not a lawful origin. Assemble the earning, sale or gift that produced the funds, then the account-to-account movement that carried them to the United States enterprise. Loans are not prohibited, but collateral matters: funds secured against the enterprise's own assets are treated differently from a mortgage on personal property. Documentation can be supplemented later, so identify weak links early rather than abandoning them. Build the trail backwards from the enterprise's account to the origin, and keep one document per hop rather than a narrative covering several. Where a hop is evidenced only by an internal transfer with no explanation, name that gap now; it is the one a reviewer will ask about.
Decide what to renegotiate or replace
Take the terms to counsel who can weigh conflicting obligations rather than applying a rule about signed or unsigned documents. Options may include converting part of the reservation into a non-refundable deposit, adding delivery milestones, releasing escrow against performance, or shifting spending toward premises and staffing. Also separate immigration-preparation legal fees from business expenditure; their treatment depends on the actual facts. Then agree which change happens before any filing is prepared. Put the proposed amendment in writing before agreeing to it verbally, and keep the supplier's reply. A renegotiation settled in a call leaves the file exactly where it was, because the document that would prove the new exposure was never created.
Which document decides whether the money is at risk
One page usually decides this, and it is rarely the page the seller sends. The termination and refund clause, read together with the escrow instructions, states who may cancel, on what grounds, within what window, and what the cancelling party forfeits. Everything else in the file, including the quotation, the specification and the delivery schedule, describes the goods rather than the exposure. A weak version of this document is a short confirmation email saying the order is confirmed and the deposit received: it proves a payment left an account and says nothing about whether it can come back. What to ask for instead is the executed agreement with every schedule and amendment attached, the escrow agent's own instructions rather than a summary of them, and written confirmation of which clauses have been changed since signature. Read the amendments before the agreement, because an amendment can reverse the clause the whole assessment depends on. A substantial investment is assessed proportionally against the total cost of the specific enterprise, so the exposure this clause creates matters more than the headline figure. Hypothetical example: an enterprise set up to repair precision instruments finds that a later amendment restored a walk-away right the signed agreement had removed.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.