©2012. All rights reserved. Premier Sponsor: WHERE COMPLIANCE AND THE EB-5 PROGRAM INTERSECT Steven Anapoell Steven Felsenstein Genna Garver Dawn M. Lurie Greenberg Traurig,LLP

Where Immigration and Securities Intersect Synergies between professional advisors EB-5 offering from formation to market and post- offering  Team work with various specialties □ Regulatory Lawyers □ Economist □ Business Plan writer □ Specialty Lawyer

Overview of the Process  Critical to review from a securities and immigration perspective  “Oh no, you misunderstand I am only selling this project overseas…to foreigners”  We can’t talk about these enough: □ Securities Act of 1933, as amended □ Securities and Exchange Act of 1934, as amended □ Investment Company Act of 1940, as amended □ Investment Advisors Act of 1940, as amended

The Process and Steps  Initial Offering  How do you break this down the analysis? □ How do you know what is applicable and what is not? □ questions on the design and structure □ Approach holistically □ What should we worry about most?

Decisions  Entity Structure □ Affiliated entities  Loan vs. Equity □ Loan Model  NCE lends the money to the job creating enterprise/project.  Generally includes an annual return to the investor □ Equity Model  Asset based investment of funds in either property or actively trading businesses  What is a Security?

Considerations and Cautions  Structure is defined  Offering-how does it work logistically  Board of Directors  The dangers of misusing templates  Danger of “DIY”  Repurposing previous deals? □ Same RC different project, same paperwork? □ Risk Factors-who writes them are they all the same?  Required analysis is substantial at the start  Tax Implications

Where your Investor is Located?  Where is your prospective investor located? □ Does it matter? □ Is the PPM drafted differently based on where you are marketing? □ Should two different subscription booklets be drafted based on the type of investor?  Accredited Investor  Qualified Client  Qualified Purchaser

Post Structure and Offering  Offering Process and third party marketing issues □ Issuers counsel □ Marketing and Consultants □ Finders overseas? □ US vs Foreign contacts □ Licensed broker dealers □ Attorneys as finders or intermediaries  Recruitment of investors □ Investor screening □ Patriot Act, OFAC issues, did someone say money laundering? □ Investor subscription process

Other Due Diligence  Updates, Amendments and Material Change and the dangers of non-disclosure  Obligations as the landscape change □ Examples  Conflicts and affiliated parties  Current USCIS CYA vs new Draft memo  Rescission Offers vs. New I-526 Filings  Designation, exemplars and approvals does not = SEC compliance

Compliance  Source of Fund issues  What did you promise the USCIS in your operational plan?  Administrative oversight □ Plans for management of regional center □ Plans for identifying and assessing projects □ Monitoring projects and job creation  Responsibilities of the Regional Center going forward