Overview of Presentation: 2 EB-5: The Basics Individuals who might consider EB-5 Direct vs. Regional Center Regional Center Entities How to create a Regional Center

EB-5 : The Basics Congress created EB-5 category in 1990 10,000 green cards available each year in this preference Two types of EB-5 cases: Direct and regional centers (RCs) 90-95% of EB-5 petitions now through RCs I-829s: filed 21-24 months after investor gets conditional resident status I-829 procedure generally Legislative status of EB-5 program – extended to September 30, 2015 – sunset of pilot program – likely to be signed this week. November 3, 2011

EB-5 Basic Requirements New commercial enterprise (created after November 29, 1990) Must “benefit the U.S. economy” Must create at least 10 full-time jobs Must invest $1 million, or $500,000 if targeted employment area (TEA) (rural or high unemployment) Procedure: File I-526 (invest/actively in the process of investing), then I-485/CP for CPR. Within 90 days of 2 yr anniversary, file I-829. November 3, 2011

Individuals Who Should Consider EB-5 Parent who wants the children to go to school in the U.S. Investors from non-treaty countries and E-2 investors who don’t qualify for regular EB-5 or age out child. Retirees Potential L-1 applicants who are nationals of China or Russia Entrepreneurs who want to set up a new business in the United States that will not create 10 jobs F-1 student who wants to start a business November 3, 2011

Individuals Who Should Consider EB-5 6 Spouse of permanent resident CEO/manager of a company who is not an L-1A transferee Foreign nationals in a multiple-year immigrant quota waiting list Individual owner of a business outside of the United States who doesn’t qualify for an L-1 H-1B nearing six year limit Potential H-1B shut out by quota November 3, 2011 6

Difference between Direct EB-5 and Regional Center EB-5? 7 Difference between Direct EB-5 and Regional Center EB-5?

Individual EB-5 Investor buys business or starts new business 8 Investor buys business or starts new business Must be 10 direct employees Few applications

Regional Center EB-5 What is a regional center? 9 What is a regional center? Over 95% of all applications Huge increase in past 3 years (over 242 approved) Main advantage = Indirect employment counts

What are Regional Center EB-5 Entities? 10 What are Regional Center EB-5 Entities?

Regional Center Entity 11 Apply to USCIS for designation approval Ongoing administration and compliance responsibilities Markets projects for investors Due diligence regarding investors’ source of funds Prepares I-526 and I-829 packages Ron

How to create a regional center? 12 How to create a regional center?

Form I-924 Application Considerations and Costs 13 Professional fees Government filing fees for I-924 - $6,230 Regional center recoupment of costs through charges to investors Regional center charges to project promoters MOU for Affiliated Projects Financing costs Source of Funds review Banking & Escrow costs

When is money available to developer? 14 Investor must invest 100% (usually $500,000) before I-526 filed Money can go To project immediately – if so TEA designation made at this time To escrow Released when investor’s I-526 is approved

How much Capital can be raised? 15 Depends on job creation Economist report projects job creation Divide by 10 = maximum number of investors Multiply by $500,000 = maximum capital raise

Investment Must Be “At Risk” 16 Guaranteed redemption disallowed What is allowed? Third party insurance How does it work? Does it violate “at risk” provisions? Ron

EB-5 Securities & Corporate Legal Considerations 17 ARREA National Conference Las Vegas – September 25, 2012 Presented by: Jor Law, Esq.

Biography - Jor Homeier & Law, P.C. is a law firm devoted exclusively to corporate and business transactional law, including securities, for clients ranging from established and publicly traded companies, to startup businesses and entrepreneurs in a wide range of industries. The firm’s practice includes finance, secured lending, mergers and acquisitions, licensing, securities, venture capital, new media, technology, e-commerce, and other general transactions. Homeier & Law, P.C., is a leader in EB-5 related corporate and securities transactions, and represents a number of regional centers as well as private EB-5 clients. Jor Law is a founding shareholder of Homeier & Law, P.C.  As part of his regular corporate and securities practice, Jor routinely advises on EB-5 related transactions.  In that capacity, Jor represents both investors looking to invest through the EB-5 program as well as businesses seeking capital through the EB-5 program including through regional centers.  Jor frequently presents at EB-5 industry events, including those held by the American Immigration Lawyers Association, State Bar of California, and Los Angeles County Bar Association.  Jor received his J.D. from Columbia University and his B.A. from UC Berkeley.  Jor is a member of the California and New York State Bars.  In December 2008, Mr. Law was named a "Best Lawyer" by LegalForce.  For three years in a row, in each of 2009, 2010, and 2011, Jor was recognized by Super Lawyers magazine as one of “Southern California’s Super Lawyers – Rising Stars,” placing him among the top 2.5 percent of the best up-and-coming attorneys in Southern California who are 40 years old or younger, or who have been practicing for 10 years or less.

Disclaimer 19 This presentation is designed to provide practical and useful information on the subject matter covered. However, it is provided with the understanding that no legal, tax, accounting, or other professional services are being rendered or provided. If legal advice or other expert assistance is required, the services of a competent professional should be sought.

Structuring: Equity or Loan or Equity & Loan Model? 20 General Partner (usually the Regional Center) Capital Raising Entity & Project Company General Partner (usually RC) Capital Raising Entity Project Company Investor Investor Investor Investor Investor Investor

Common EB-5 Documents Consents, restrictions, etc. Due Diligence 21 Consents, restrictions, etc. Due Diligence LOIs vs Term sheets Equity vs Loan Agreements Guarantees & Security Agreements Subordination Call/put Side letters Leases / Management Agreements, etc. Consulting Agreements Joint Venture Resolutions & Corp Housekeeping

Securities Offering Documents 22 Investor Questionnaire Subscription Agreement Offering Circular (PPM) Limited Partnership Agreement -or- LLC Operating Agreement -or- Articles of Incorporation & Bylaws & Shareholders Agreement Escrow Agreement(s)

How does EB-5 involve securities law? 23 It’s just like a domestic money raise: Financing secured from passive investors + Success dependent on management by others = A security

Objectives of the Securities Laws 24 Two goals of Securities Laws adequate disclosure (tell the truth) prevent fraud (don’t lie) Means to goal – registration and/or disclosure Laws Securities Act of 1933 – main (“primary transactions” by issuer) Exchange Act of 1934 – for “secondary transactions” (resales by shareholders) Blue Sky Foreign Don’t forget… the 1940 Acts [ ICA… IAA ]

Securities law requirements 25 The offering of a security must be registered or exempt Registration – IPO; expensive (time and $) Exemption – must fit within, or lost Primary FEDERAL exemptions: Reg D and Reg S Example requirements: Private offering (Reg D) Non-U.S. persons (Reg S) Don’t forget STATE exemptions Don’t forget exemptions for large complex raises Investment Company Act: < 100 s/h … “qualified purchasers” Section 12(g) Exchange Act: < 500 s/h [JOBS = now 2,000!] * Need to tread carefully – i’s & t’s – CAN be done

Finders Broker-dealers –vs- Finders Finders do not 26 Broker-dealers –vs- Finders Broker-dealers are usually finders; Not all finders are broker-dealers Finders do not Solicit investors Participate in securities offering Regularly introduce investors Receive compensation based on success Finder issues – extremely fact specific so case-by-case

Three stages when securities docs are needed 27 Generic doc set – accompany Regional Center application filing with USCIS Most general, least specific – still needs to address anticipated project types Offering doc set – used to solicit investors Most detailed - disclose all specific terms of actual project being sold Exemplar doc set – for USCIS to use as template for measuring all I-526s BIG marketing plus – offering pre-approved Caution: no material changes after submission to USCIS or start review anew

The Team Team worries about details – YOU focus on Big Picture 28 “Same old, same old” – done domestically all the time This is a securities offering – SEC compliance required Same as typical U.S. domestic equity raise – Reg D (+ Reg S) Need a team to prepare all parts of the offering: Business plan – plan writer Job creation report – economist Securities offering documents – securities counsel (H&L does) Transaction documents (debt/equity) – business lawyer (H&L does) Entity formation(LPs, LLCs) – corporate lawyer (H&L does) Financial pro forma projections – reviewed by CPAs Marketing: foreign broker introductions – U.S.-based EB-5 consultant Team worries about details – YOU focus on Big Picture

Contact 29 Michael G. Homeier, Esq. – (818) 450-1551 (direct); michael@homeierlaw.com Jor Law, Esq. – (818) 450-1552 (direct); jor@homeierlaw.com Clem Turner, Esq. - (646) 393-4702 (direct); clemturner@homeierlaw.com Vanessa Au, Esq. – (818) 450-1556 (direct); vanessaau@homeierlaw.com Corporate Law -- Securities Law -- Business Transactions – EB-5

What other options exist for raising capital under the EB-5 program? 30 Having project “adopted” by certified regional center Purchasing already certified regional center – caution as to geographic scope & industry type Pooled investment with individual EB-5 petitions Troubled businesses – credit for preserving jobs Laura to ask Ron

How does the developer find investors? 31 Where are investors? Personal contacts? Brokers overseas?

Role of immigration counsel 32 Advising developers of options Putting together team of professionals Reviewing documents for immigration compliance Filing regional center application Preparing and filing application for project preapproval Filing EB-5 petitions for investors

Due Diligence SERVICES EB-5 Funding & Due Diligence SERVICES Proposal Prepared Exclusively For: 2012 AREAA National Convention in Las Vegas, Nevada Serious Resources. Serious commitment. September 25, 2012 Member, FINRA/SIPC

A FINRA Registered Broker-Dealer Our resources and commitment have earned us a role as a market leader in providing investment banking and corporate advisory services to both leading and emerging financial institutions and businesses. Our professionals possess significant experience in nearly all facets of business transactions including debt & equity capital placements, mergers and acquisitions (over 90 M & A transactions over the past 20 years), recapitalizations and accounting and due diligence analysis. Clients in our Creditor Advisory practice include most of the nation’s top financial institutions and we have performed in excess of 2,700 engagements on their behalf. During 2011: LCG performed over 550 engagements for more than 55 different financial institutions. LCG and its affiliates assisted 45 businesses in successfully navigating the current economic environment, including financings, mergers and acquisitions, and restructurings. 34

Lender’s Consulting Group Lender’s Consulting Group provides independent due diligence and transaction support services to the financial services industry. Our professionals have extensive experience in credit underwriting, auditing, public accounting, workout management, business operations and account management.  Our specialized experience provides lenders and investors with additional insight into transaction risks that cannot be provided by most other accounting and audit firms. Field Examinations Survey Exams Recurring Exams Lender Due Diligence Credit and Operations Reviews Bank Acquisition Due Diligence Valuation Services Portfolio Valuation Business Valuation Quality of Earnings Analysis of Historical Revenue Trends and Sustainability Analysis of Recurring vs. Non-recurring Expenses Analysis of Cash Flow Projections 35

Bridging the Abyss between Lenders and Borrowers A sampling of our institutional clients: 36

LCG Capital Advisors LCG Capital provides a broad range of investment banking and advisory services for its clients. A FINRA registered broker-dealer and SIPC member firm, which provides advisory services related to corporate mergers, acquisitions and divestitures, recapitalizations, equity placements and certain other advisory and investment banking services.. Debt and Equity Placement Debt Offerings and Refinancing Equity Offerings Capital Structure Strategies   M&A Advisory Sell Side and Buy Side Management Buyouts Debtor Advisory Restructuring and Planning Working Capital Management Pre-Bankruptcy Planning 37

Our Team Mike Xenick - Managing Partner Years of Experience: 22 Expertise: EB5 Advisory, Private Equity, Mergers & Acquisitions Previous Employers: Atlantic American Capital Advisors, Communications Equity Associates, Ernst & Young Education: Masters and Bachelors in Accounting - University of Florida Brian Smith - Managing Partner Years of Experience: 18 Expertise: Corporate Finance, Commercial Credit, Structured Finance Previous Employers: Textron Financial Corp, Health Capital Education: Bachelors in Finance and Economics - University of Tampa Paul Epstein - Managing Partner Years of Experience: 18 Expertise: Commercial Credit, Underwriting, Due Diligence Previous Employers: CitiFactors Financial, Healthcare Financial Services Education: Bachelors in Finance - University of Tampa 38

Our Team Christopher Pizzo - Managing Director Years of Experience: 21 Expertise: Corporate Finance, Mergers & Acquisitions, Restructuring & Turnaround Previous Employers: Ernst & Young, The Knot, Vested Capital Partners Education: MBA in Finance - NYU, Bachelors in Accounting - SUNY Albany MaryJane Wermuth – Associate Years of Experience: 5 Expertise: Corporate Finance, Mergers & Acquisitions, Restructuring & Turnaround Previous Employers: Merrill Lynch, Gulfcoast Business Finance, Inc. Education: MBA in Finance – University of Tampa Jessica Lister – Analyst & Project Manager Years of Experience: 2 Expertise: EB-5 Advisory Previous Employers: American Land Lease Education: Bachelors in Finance – University of South Florida 39

EB-5 Funding Advisory Services Practice LCG provides a broad range of advisory and support services to companies and individuals involved in U.S. immigrant investor programs, including the Immigrant Investor Pilot Program (“EB-5 Program”). Our clients include: USCIS-approved EB-5 Regional Centers Regional Center applicants, affiliated project developers Registered foreign and U.S. securities representatives We are trusted advisors to the principals and senior executives of these entities in their efforts to access U.S. and international capital markets to successfully and safely fund their project offerings. As a broker-dealer registered with the SEC and FINRA, LCG’s process ensures the entire transaction is completed in compliance with U.S. securities laws and guidelines, especially transaction solicitation and payment of agent referral fees. 40

EB-5 Program Advisory Services Practice FINRA Compliant Placement Agent Compliance with U.S. Securities Laws Solicitation Investor Suitability Payment of referral fees Review, Analysis & Preparation of Project Transaction and Subscription Documents Access to LCG’s secure virtual data room Investor Intake and Related Compliance “Know your customer” Suitability/Accredited Investor forms Coordinate flow of investor capital Payment of agent referral fees    Regional Center Advisory & Support Detailed Analysis of Prospective Projects Due Diligence and Market Research Capital Markets Assessments Risk Assessment and Mitigation Certified Business Valuations & Appraisals Quarterly Analysis of RC Project Portfolio 41

EB-5 Funding Process The LCG & USAdvisors EB-5 Program Process The Initial Evaluation Preparation for the Proposed Transaction Marketing the Transaction Private Placement Closing the Transaction The LCG & USAdvisors EB-5 Program Process 42

EB-5 Funding Process Access to project information EVALUATION PREPARATION MARKETING PLACEMENT Access to project information Evaluate and analyze business plan, pro forma financials, business case Assess management team/project owners Other detailed due diligence – project and EB-5 Program in conjunction with USAdvisors Move forward with accepted projects CLOSING Agree on process Develop process timeline Assist with prep or review of PPM Assist with or review marketing materials Set up initial data room Initial investor target list through proprietary referral network Prepare & coach project management on process Listing of project on EB5Info.com Contact referral network Distribute 1-page project description to interested parties Evaluate suitability of interested investors Disseminate PPM and other marketing information to suitable investors Disseminate support information and answer questions Assemble remaining due diligence data room Facilitate completion and submission of subscription docs Facilitate transfer of Admin Fee and investment into escrow Assist investor counsel with I-526 prep Communicate project progress and updates to investors during I-526 approval process Closing 43

LCG’s EB-5 Funding Advisory Services Practice We offer safety, security and risk mitigation to the project owner/developer and Regional Center EB-5 Private Equity Placements Solicitation and Funding of Private Equity & Debt Capital Access to Foreign EB-5 Investors via LCG’s Proprietary Global Referral Network   U.S. Debt and Equity Placements Structuring of Entire Capital Stack Access to U.S. Debt & Equity Capital via LCG’s Proprietary U.S. Lender Database Underwriting Services/Collateral Analysis Registered U.S. Securities Representatives (“Agents”) Assist with Initial & Ongoing Securities Registrations and Compliance Access to High Quality Projects for Placement We work with U.S. based real estate agents (AREAA members) to add to our network as registered reps, providing new commission opportunities 44

Contact Information Tampa Headquarters Fifth Third Center 201 E. Kennedy Blvd Suite 325 Tampa, FL 33602 Phone: (813) 226-2800 Email: Mike Xenick, mxenick@lcgapital.com Jessica Lister, jlister@lcgcapital.com Web: http://www.lcgadvisors.com/services/eb-5-capital.aspx New York • Chicago • Houston • Dallas • Boston • Atlanta • Miami • Indianapolis • Los Angeles LCG is a trade name for LCG Capital Holdings, LLC and its subsidiaries and affiliates which include: LCG Capital Group, LLC, a Florida limited liability company, which provides debt placement, commercial real estate financing, loan portfolio divestitures, and certain other financial advisory services; LCG Advisory Services, Inc., a Florida corporation, which provides strategic advisory, light turnaround and distressed consulting, restructuring advisory, accounting support, interim CFO/controller services, and other corporate consulting services; and LCG Capital Advisors, LLC, a Florida limited liability company and a FINRA registered broker-dealer and SIPC member firm, which provides investment banking, private placement and merger, acquisition and divestiture advisory services. Serious Resources. Serious commitment. 45

Question and Answer Session © 2012 Wolfsdorf Immigration Law Group (all rights reserved) . The contents of this document are proprietary and should not be duplicated or shared without the express permission from Wolfsdorf Immigration Law Group. This presentation does not constitute direct legal advice and is for informational purposes only. The information provided should never replace informed counsel when specific immigration-related guidance is needed. 46 46 September 25, 2012 46