This document summarizes an agenda for an EB-5 financing forum. It provides background on the EB-5 visa program, including its history, investment requirements, and the typical structure of EB-5 deals. EB-5 visas allow foreign nationals to obtain permanent residency by investing in job-creating US businesses. Typical EB-5 deals are arranged through regional centers and involve debt or preferred equity investments of $500k-$1M. Funds are released from escrow once certain approvals are received. Regional centers facilitate EB-5 investments and compliance, while project partners work with regional centers on fundraising and job creation requirements. The majority of EB-5 investors are high-net-worth individuals from China seeking education

1. EB-5 Financing - IMN's 15th Annual US Real Estate
Opportunity & Private Fund Investing Forum
Thursday June 12, 2014
New York City

2. Agenda
• Introductions
• Background On EB-5
• Discussion
• Questions

3. • Moderator:
Ali Jahangiri, Founder & CEO, EB5Investors.com
• Panelists:
David Hirson, Fragomen, Del Rey, Bernsen & Loewy, LLP
George Ekins, Principal, American Dream Fund, Inc.

4. Background on EB-5 Program
• The United States Congress created the fifth employment-
based preference (“EB-5”) immigrant visa category in 1990
• The EB-5 Program is administered by the U.S. Citizenship and
Immigration Services (“USCIS”), a component of the United
States Department of Homeland Security
• EB-5 visas permit a qualified foreign national to obtain a
permanent US Visa (a “green card”) if the foreign national (i)
makes an investment, (ii) in a US business that (iii) creates or
saves 10 US Jobs

5. Background on EB-5 Program
Investment Requirements
EB-5 Investments must:
- Create at least 10 US Jobs
- Be equal to at least $1M
If the investment is made in an area where the
unemployment level is at least 150% above the national average
(a “target employment area” or “TEA”), the investment may be
$500k
- Be actively managed by the foreign national. Ownership of a
limited partnership interest satisfies this requirement.
- Be made in a new or substantially reorgianized commercial
enterprise
- Be at risk (no guaranteed repayment or job creation)
- Be made from lawfully obtained funds

6. Typical Deal
• Typically arranged by “regional center”
- Allows a larger number of jobs to be counted through
economic modeling
• “Migration Brokers” market interest to EB-5 investors
• Debt or preferred equity
- Typically fixed rate – 4% - 8%
• Generally 5 years, interest only, balloon payment
• Funds must be “at risk” until Green Card (I-829 Approval)

7. Typical Deal
Sizing
• Project Budget Determines # of jobs through economic model
- Budget applied to model (e.g., $x construction budget =
1,000 jobs)
- Typically, a “job cushion” is applied (e.g., 10% reduction =
900 jobs)
- Max Investors (900/10 = 90)
- Max size (90 x $500k = $45M; 90 x $1M = $90M)
• Economic model prepared based on projections and prepared
by third party economist

8. Typical Deal
Funding
• EB-5 Investor subscribes and pays fees ($50K) and EB-5
investor submits “I-526 Application” to USCIS
• Investor’s subscription funds ($500k/$1M) deposited in
escrow
• Funds released from escrow to lender and available for
advance under two primary models:
1. “Hold until Approval” – An investor’s funds released from
escrow when USCIS grants “I-526 Approval”
2. “Early Release” – All or a portion of an investor’s funds
released from escrow when I-526 Application submitted;
if any “holdback”, released when investor (or certain
number of other investors) obtain I-526 Approval

9. Typical Deal
Cash Flow – The Principal Challenge
• Frequently structured like a construction loan – Borrower
makes draw requests, construction monitor reviews, advances
made
• BUT,
• Advances: unlike traditional construction loan, proceeds
may not be available on demand, depending on
fundraising success and release mechanism
• Repayment: Funds must be “at risk” until I-829 Approval –
no prepayment, no “release pricing”

10. Typical Deal
Other Unique Features
• Job generation – Covenant to “create” jobs – spend more!
• Reimbursements – Frequently permit EB-5 funds to be used
to reimburse prior costs
• Interest – Some EB-5 loans charge interest once funds
available for advance, not once drawn
• Advance Early – Advance to Borrower as soon as released
from escrow, regardless of whether current required for
construction
• Fallow Money Solutions ($ Too early and prepayment
lockouts) – Distribute, defease
• Securities risks

11. EB-5 Financing

12. EB-5 Financing Timeline
Funds
Returned to
Investors
Release of funds Investor EB-5 funds must
begins 3 months Approvals be spent and job
after start of creation requirements met
recruitment
Funds can begin to be released as early as 6 months from the start of the partnership
with the Regional Center
Year 4 Year 5Year 2
Preliminary
Work
3 Months
Investor
Recruitment
3-6 Months
USCIS
Processing
12 Months
Year 1 Year 3

13. EB-5 Immigration Timeline
I-526 approval and receipt I-829 approval and receipt
of conditional green card of permanent green card
Files I-526 and funds File I-829: Funds
are released to EB-5 Funds must be spent and job Retuned to
project upon filing creation requirements met Investors
Year 4 Year 5Year 2
Preliminary
Work
3 Months
Investor
Recruitment
3-6 Months
USCIS
Processing
12 Months
Year 1 Year 3

14. EB-5 Investor Profile
High-net worth individuals seeking immigration to the U.S.
Motivation for Immigration:
 Quality education for their Children (primary)
 Diversification of asset-base (secondary)
Prefer reliability/security versus high returns
Prefer established project partners
Majority of investors from China

15. EB-5 Financing and China
Top 5 Countries
0.00%
20.00%
40.00%
60.00%
80.00%
2012
0.00%
20.00%
40.00%
60.00%
80.00%
2011
0.00%
20.00%
40.00%
60.00%
2009
0.00%
20.00%
40.00%
60.00%
2010

16. Number of EB-5 Investors
2005-2012
0
1000
2000
3000
4000
5000
6000
7000
2005 2006 2007 2008 2009 2010 2011 2012
2012 total 6,041

17. Today:
EB-5 Investment Immigration
Majority of EB-5 Projects
are Real Estate Based
Projects
Industry
Standards
Investor Interest
Larger Established
Firms Participation
Government
Investment

18. Roles

19. Regional Center Role
“Regional Centers” are licensed by USCIS to facilitate EB-5 investment. The
San Francisco Bay Area Regional Center provides the following Services
Services To US-Based project partners
• Compliance with EB-5 requirements/USCIS reporting
• Design and implement an EB-5 specific marketing strategy and collateral
with project partner integration/participation
• Direction on production of investor documents
• Responsible for sourcing foreign investors
• Investor Relations, Reporting and Management
Services to Foreign Investors
• EB-5 Immigration process (I-526 and I-829)
• Project status monitoring/quarterly reporting
• Found Tax Compliance
• Quarterly Investor Financial Statements
• Referrals to the other professional services
• US “Landing Services”

20. Project Partner Role
Pre-Funding
• Work with Regional Center to structure EB-5 investment based on
jobs economic analysis
• Full participation in design and implementation of marketing
strategy/collateral
Fundraising
• Participation in “roadshow” investor events as a speaker
• Support Regional Center and Regional Center partners in answering
investor questions
Fund Management/Compliance
• Compliance with USCIS EB-5 requirements to fulfil job creation
count
• Provide Regional Center with updates on project progress and
implementation

21. Thank You