Kessler, John
From:
Sent:
To:
Cc:
Subject:

Raymond, Brent
Wednesday, June 17, 2015 4:23 PM
Pieciak, Michael; Smith, Christopher
Moulton, Pat; Kessler, John; Goldstein, Joan
Jay speak Booth

Michael and Christopher,
Attached are pics of Jay Peak's booth at the national AILA conference. Please note the pop-up marketing for
Newport Marina and Newport Main Street. As you know, both are not approved projects under the VT EB-5
RC. I've previously sent them email correspondence several times regarding their marketing projects not
approved by the Regional Center.
I've also previously had Mount Snow take down their marketing at an AILA national conference 3 years ago,
just after I had become Director of the VT EB-5 RC. Mt Snow was working with Rapid Visa USA at the time,
who had brought them to the conference and created their booth marketing. Not only did I have them take
down their marketing at the AILA conference but we would not approve their project until they broke
business relations with Rapid Visa who we suspected of violating SEC Broker Dealer and general solicitation
rules when they worked with Jay Peak.
The VT EB-5 RC has Stowe Aviation, Trapp Family Lodge and Mt. Snow exhibiting at this event. They all
know what Jay Peak projects are approved. It is very important for the Regional Center to show we will not
allow marketing of unapproved projects, otherwise other projects who are playing by USCIS,SEC and VTRC
rules will consider our non-enforcement to be a double standard.
With USCIS and SEC scrutiny ofthe EB-5 program it is likely both organizations will be observing marketing
here at this national AILA event. Id like to speak with one or both of you ASAP about how we will handle this
matter. If ACCD were the only agency involved aid simply speak to Pat and John immediately and then speak
directly to Bill Stenger. I'll await your reply. Feel free to call me should you prefer to speak.

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 Kessler, John
From:
Sent:
To:
Cc:
Subject:

Raymond, Brent
Monday, May 18, 2015 5:23 PM
Smith, Christopher; Pieciak, Michael
Kessler, John; Moulton, Pat
FW: Jay Peak EB5 Marketing

Christopher'and Michael,
I'd forwarded the original email at the bottom of this string to John Kessler to discuss the photos of the unapproved
projects and how we should best communicate to them that these needed to be removed.
As you can see from John Kessler's more diligent review of their language, they state:

Regional Center Program Benefits
• Unlike the Basic EB-5 Visa Program that requires the investment of at least $1 million in a new
commercial enterprise, the EB-5 Regional Center Program involves a passive investment of$500,000
made in a Targeted Employment Area(TEA)within a Designated Regional Center. All ofthe projects
listed on this site are designated EB-5 Regional Center Programs.
• A direct route to a Green Card
• No day-to-day business management
• Permanent residency in the United States for you, your partner and any children under 21
• Live, work and retire anywhere in the United States
• Become a U.S Citizen after 5 years of being a green card holder
• Each Regional Center program must be pre-approved by CIS (Citizen and Immigration Services) in
order to be eligible to qualify for EB-5 Green Cards
• The EB-5 policy management requirement is minimal in that the investor can be a limited partner and
still qualify as long as the limited partners have apolicy-making role. Thus,for those who are not
interested in day-to-day management or running an active business, Regional Center programs offer a
more acceptable inactive form of investment.
• The investor is not required to live in the place ofinvestment; rather, he or she can live wherever he/she
wishes in the United States.
• The EB-5 Regional Center program is ideal for the retiree or inactive investor due in large part to the
"indirect employment" feature of this program. The Regional Center Program removes the employee
requirement of the Regular program and replaces it with a less restrictive "indirect employment
creation," which allows the investor to qualify by proving a combination of 10 direct and/or indirect
employees.

Contact
Bill Stenger, CEO of Jay Peak Resort and President of AnC Bio, Vermont
bsten e~r(cr~,javpeakresort.com,(802)327-2222
Lizzy Button, Administrative Assistant
lbutton(a~javpeakresort.com,(802) 327-2328

 Candice Campbell, EB-5 Investor Relations
ccampbell~
e~jaypeakresort.com, 1-802-355-6779
Chuck Leamy, EB-5 Legal Counsel
cleamy_(cr),jaypeakresort.com, 1-802-323-7422
This is false advertising to the World — no access restrictions — making a false statement that projects such as Penthouse
Suites with view of Lake Memphremagog, Renaissance Project, Jay Peak West Bowl are, "all designated EB-5 Regional
Center Programs."
just had a conversation with Bill Stenger, with Pat Moulton in attendance, a couple weeks ago about his having to scrub
his website for false statements, out of date information, etc., and have on multiple occasions in the past, highlighted
false or out of date statements made on their website pages, via YouTube, etc.
want to make DFR is aware of this most recent discovered issue and discuss how this should be handled. It is a
substantial concern, but in combination with all the other issues we are facing with AnC Bio, Q-Burke. Phase I, Phase II
exit, etc. it rises to an even higher level of negligence, false marketing and inappropriate behavior.
Do you both have time to discuss in the next few days?
Best,
Brent
Brent Raymond I Executive Director of International Trade &Foreign Investment
Vermont Global Trade Partnership
Vermont EB-5 Regional Center
7 National Life Dr, D1vis Bldg, 6th Floor I Montpelier, VT 05620-0501
802-522-2540
eb5.vermont.~ov
export.vermont.gov
Twitter: @Vermont EB5
Subscribe to the Vermont Global Trade Partnership Newsletter
From: Kessler, John
Sent: Monday, May 18, 2015 5:07 PM
To: Raymond, Brent
Subject: FW: Jay Peak E65 Marketing

John W. Kessler
General Counsel
Agency of Commerce and Community Development
National Life Bldg., 6th Floor
Montpelier, VT 05620
(802)828-5202
Parking at National Life

 From: Kessler, John
Sent: Monday, May 18, 2015 9:36 AM
To:'Brent Raymond'
Cc: Moulton, Pat; Cassetty, Dave; Donegan, Susan; Pieciak, Michael
Subject: Jay Peak EB5 Marketing
When I clicked on the link and read that page, I came across this statement:

REGIONAL CENTER PROGRAM BENEFITS
•

Unlike the Basic EB-5 Visa Program that requires the investment of at least $1 million in a new commercial
enterprise, the EB-5 Regional Center Program involves a passive investment of $500,000 made in a
Targeted Employment Area (TEA) within a Designated Regional Center. All of the projects listed on this
site are designated EB-5 Regional Center Programs.
But if you click on "Current Projects" you see an architectural drawing showing the view of Lake Memphramagog from
the Penthouse Suites. Below that image are a series of photos, including images and names of the following projects:
Penthouse Suites
Renaissance Block
Jay Peak West Bowl Expansion
know ACCD has not approved any of those as EB5 projects, and I suspect DFR hasn't either.
JK
John W. Kessler
General Counsel
Agency of Commerce and Community Development
National Life Bldg., 6th Floor
Montpelier, VT 05620
(802)828-5202
Parking at National Life
From: Brent Raymond [mailto:brent.raymond802@gmail.com]
Sent: Saturday, May 16, 2015 12:54 AM
To: Raymond, Brent
Cc: Kessler, John
Subject: Jay Peak EB-5 Website Pages
htt~//jaypeakresort.com/eb5-visa/about/

3

 Kessler, John
From:
Sent:
To:
Cc:
Subject:

Raymond, Brent
Wednesday, May 27, 2015 5:07 PM
Moulton, Pat
Kessler, John; Goldstein, Joan
FW: Call tomorrow?

Pat,
Please see Christopher Smith's below email.
had a call with him presumably regarding AnC Bio's agent in Vietnam marketing without the Amended PPM. When he
called, DFR's Deputy Counsel...didn't hear her name clearly...Emily was also on the call. I've briefed John about her
request for me to not email DFR due to public records requests. I stated that my emails actually provide evidence of
actions taken by the regional center, and are sent with the interest of notifying and updating DFR in order to protect the
state of Vermont, and that it is very hard to reach anybody via phone, but that I'd follow whatever procedures DFR and
ACCD Counsel in conjunction with you and Susan Donegan recommended.
also let her know that I've been subpoenaed three times in less than 12 months and my email records have served the
state of Vermont well.
explained I'm leaving for Asia and asked how they suggest I communicate potential project issues discovered while in
Asia —they recommended directly and only to John via email, who can then call DFR.
Brent Raymond I Executive Director of Internitional Trade &Foreign InvestTnent
Vermont Global Trade Partnership
Veriro~►t EB-5 Regional Center
1 National Life Dr, Davis Bldg, 6th Floor I Montpelier, VT 05620-0501
802-522-2540
eb5.vermont.gov
export.vermont.gov
Twitter: @Vermont EB5
Subscribe to the Vermont Global Trade Plrtnershi~ Newsletter
From: Smith, Christopher
Sent: Wednesday, May 27, 2015 11:42 AM
To: Raymond, Brent
Subject: Call tomorrow?
Hey Brent
Do you have some time tomorrow to talk? I wanted to follow up on your email yesterday. I have most of the day free,
so whatever time works for you. Thanks!

Christopher
Christopher M. P. Smith
i

 Director of Capital Markets
Vermont Department of Financial Regulation
christopher.sm ith(u~state.vt.us,
802.828.0727

 Kessler, John
From:
Sent:
To:
~
Subject:

Raymond, Brent
Wednesday, June 10, 2015 8:09 AM
Pieciak, Michael; Smith, Christopher; Moulton, Pat; Kessler, John
AnC Bio Visit

Michael and Christopher,
While here in Seoul, I wanted to check out AnC Bio's office space so went to the address as listed on their
website: Http://www.ancbio.com. The driver brought me to the building address but there was no AnC office
listed. We double checked with people at the building and nobody knew of AnC.
My driver called the phpne #listed on the above website, and asked whether AnC Bio's office was located at the
address. The woman transferred the driver to another individual who asked if we had an appointment, and who
we were. My driver gave the person my name, explained who I was and that I was in the immediate area so
thought I'd stop by to check out their new space.The person said he'd call her back in 5 minutes. In the meantime I located a sign at the retail and office building
located next door that indicated AnC had at some point been located on the 10th floor (but ofthe building next
door to the one listed on the above AnC website).
About 10 or 15 minutes later a Shawn or Sean Choi called my driver's mobile back and asked to speak with me.
He told me AnC Bio no longer had any offices at that address. They were now located 1 1/2 hours outside of
Seoul and I was welcome to visit. I explained'my schedule was busy, but I could be there at 7:30 p.m. Mr Choi
said he wouldn't be able to do that. They close at 4:30.
Has DFR been notified that AnC is no longer located in the building that was auctioned off and when that
occurred?
Regards,
Brent
Brent Raymond,Executive Director
International Trade &Foreign Investment
Vermont dEB-5 Regional Center
Vermont Global Trade Partnership
1 National Life Dr. ~ Deane C. Davis Bldg, 6th fl.
Montpelier, VT.05620-0501
Mobile: 802-522-2540
eb5.vermont.gov
export.vermont. o~v
Twitter: @Vermont EBS
Subscribe to the Vermont Global Trade Partnership Newsletter
Sent from my iPhone

 Kessler, John
From:
Sent:
To:
Cc:
Subject:
Attachments:

Raymond, Brent
Tuesday, June 16, 2015 2:29 PM
Pieciak, Michael; Smith, Christopher
Kessler, John; Moulton, Pat
Fwd: EB5Projects.com May New"sletter
image001.jpg; image002.jpg; image003.jpg; image004.jpg; image005.jpg; image004.jpg;
image005.jpg; image004.jpg; image006.jpg

Hi Michael &Christopher,
Please see below.
Has DFR inquired/investigated:
* the repeated statements &reports that Ike Lee is a Harvard/Michigan grad?
* AnC Korea not having an office at their former building in Seoul despite claims made by Bill Kelly on behalf
of Bill Stenger and Ariel Quiros, and the AnC Amended offering stating they still maintained a pretense at the
building?
An additional follow up regarding the AnC Amended offering not yet being shared with their Vietnam agents: I
met with Nguyen, thi ai My, a
Principal Consultant at PATA GROUP. She spoke about the success they have been having attracting investors
especially from Hanoi. I asked if she had seen an amended AnC Bio offering. She said she hadn't.
* Has DFR obtained copies of prior investor sign-offs stating they've read and understood the Amended
offering?
An update regarding these and other concerns would be appreciated. Cotild we schedule a meeting for next
week?
Best,
Brent
Brent Raymond,Executive Director
International Trade &Foreign Investment
Vermont EB-5 Regional Center
Vermont Global Trade Partnership
1 National Life Dr. ~ Deane C. Davis Bldg, 6th fl.
Montpelier, VT. 05620-0501
Mobile: 802-522-2540
eb5.vermont.gov
export.vermont.gov
Twitter: @Vermont_EBS
Subscribe to the Vermont Global Trade Partnership Newsletter
Sent from my iPhone

 Begin forwarded message:
From: "Kessler, John" <John.Kessler(a~state.vt.us>
Date: June 15, 2015 at 14:35:20 EDT
To: "Raymond, Brent" <Brent.Raymond cr,state.vt.us>
Subject: FW: EBSProiects.com May Newsletter
Brent
FYI —from Michael Gibson's web site — EBSprojects.com, which as you know, is widely disseminated in
the EB5 world.

May 14, 2015
Ground was broken today on the new AnC Bio Vermont facility in Newport. Approximately 75 people were
on hand for the ceremony including the facility's chief scientists, as well as city and state officials. The
$100+ million project is expected to take 14-16 months to construct and employ approximately 400 people
once operational
"IYs been a lot of hard work to get to this point, but it's been well worth the effort," said Bill Stenger, one of
the partners responsible for developing the state-of-the-art biotech facility. "AnC Bio Vermont is going to
put Newport on the national stage in terms of being at the forefront of cutting-edge biotechnology."
Stenger's comment isn't entirely hyperbolic.
Once opened, AnC Bio Vermont will be pioneering adult stem cell therapy to cure disease, manufacturing
medical devices, and operating clean rooms for research and development. Arecently-completed market
analysis conducted by Frost and Sullivan, a nationally known market research firm specializing in multiple
industries including healthcare, concluded that the market for the company's products and services will be
more than $4 billion by the year 2020. It also concluded that the demand for facilities like AnC Bio,
laboratories that offer FDA-certified clean rooms as part of their business, is growing at a steep rate as
more adult-stem cell lines are developed and need FDA-approved labs to conduct trials.
"Before the Northeast Kingdom became known as a recreational destination, it was a manufacturing hub
employing hundreds of people," Stenger continued. "As we all know, it's been a while since this area has
had that reputation. AnC Bio is not only going to put Newport back on the manufacturing map, it is going to
make it a national leader in the bioscience field."
When Stenger and partner Ariel Quiros announced the project 18 months ago, many were skeptical as to
why such a facility and the scientists and engineers required to run it, would choose Newport, VT as its
headquarters. Boston's Route 128 corridor and California's Silicon Valley are the natural choices to settle
for those conducting such high-tech research, as those areas have the investment capital needed to support
such endeavors. But Stenger and Quiros's use of the federal EB-5 program allowed the partnership to
overcome the financing hurdle. And they believe Newport's natural beauty and rich recreational
opportunities will be compelling enough to draw talent away from such crowded metropolitan areas. AnC
Bio's CEO is emblematic of such thinking. Dr. Ike Lee, a University of Michigan and Harvard educated
scientist, was most recently running a biotech facility in southern California. He will now assume the helm
at AnC."

 Stem cell therapy is the fastest growing, most cutting-edge segment of the bioscience field," said the South
Korea-born Lee. "This FDA-approved facility is going to be a leader in that field and it's going to happen in
one of the most beautiful places I've been."
Here's the hyperlink, however, you have to click on the groundbreaking photo to get the article to come
up.
https://ebSprojects.com/updates/posts/122-anc-bio-vermont-ground-breaking-jay-peak-eb-5-protect
JK
John W. Kessler
General Counsel
Agency of Commerce and Community Development
National Life Bidg., 6th Floor
Montpelier, VT 05620
(802) 828-5202
Parking at National Life

From: Michael Gibson [mailto:support=eb5projects.com@cmail2.com] On Behalf Of Michael Gibson
Sent: Monday, June 15, 2015 1:19 PM
To: Kessler, John
Subject: EBSProlects.com May Newsletter

No Images? Click here

 Download the May Newsletterfrom EBSPro~ects.com including the latest
Project Updates,Industry News and EB-,5 Projects availablefor
subscription. Alsofend the latest Firm,Professional and Events profile on
EBSProjects.com
Click herefor the May Newsletter
Visit our iuebsite at EBSProlects.com and •each us at
su~~ort(c~ebS~rojects.com

 Kessler, John
Karen Bennett <kbennett@jaypeakresort.com>
Wednesday, April 22, 2015 4:00 PM
Lizzy Button
Moulton, Pat; Kessler, John; brent.raymong@state.vt.us
Regional Center Report email addresses

From:
Sent:
To:
Cc:
Subject:

Lizzy, Here's the email addresses of everyone that gets the Regional Center Report.
pat.moulton@state.vt.us; john.kessler@state.vt.us; brent.raymong@state.vt.us; michael.pieciak@state.vt.us;
Christopher.Smith@state.vt.us
Thanks,
.i'C~ren

~~
Karen Bennett
Executive Assistant to
Bill Stenger, President &CEO
Jay Peak Resort
Rt. 242
Jay, VT 05859
802-327-2179
Web: jaypeakresort.com
The Investing Member acknowledges and agrees that (i) the Manager, Regional Center and Developer have not given, and have no authority to give, any
investment and/or legal advice with respect to the purchase of a security; and (ii) a prospective subscriber has not requested or otherwise sought any such
investment/legal advice from the Manager, Regional Center and/or Developer; provided, however, that investment/legal advice may have been given by an
independent third-party agent which is marketing the security and unaffiliated with the Manager, Regional Center and/or Developer.

 Kessler, John
From:
Sent:
To:
Cc:
Subject:
Attachments:

Karen Bennett <kbennett@jaypeakresort.com>
Tuesday, June 09, 2015 12:16 PM
Moulton, Pat; Raymond, Brent; Kessler, John
Bill Stenger; Chuck Leamy
New York Immigration Fund
6.9.15 -NY Immigration Fund.pdf

Please see the attached correspondence to the New York Immigration Fund sent certified mail, return receipt requested.
Regards,
.if'aren

Karen Bennett
Executive Assistant to
Bill Stenger, President &CEO
Jay Peak Resort
Rt. 242
lay, VT 05859
802-327-2179
Web: jaypeakresort.com
The Investing Member acknowledges and agrees that (i) the Manager, Regional Center and Developer have not given, and have no authority to give, any
investment and/or legal advice with respect to the purchase of a security; and (ii) a prospective subscriber has not requested or otherwise sought any such
investment/legal advice from the Manager, Regional Center and/or Developer; provided, however, that investment/legal advice may have been given by an
independent third-party agent which is marketing the security and unaffiliated with the Manager, Regional Center and/or Developer.

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V E R M O N T
June 9, 2015

Sill Stenger
President &CEO

VIA CERTIFIED MAIL
New York Immigration Fund
267 ~3roadway, 2nd r1
New York, NY 10007
Phone: 212-"166-U7UU
Fax: 212-766-0770
Re: False and Defamatory Statemerzls made about ,Iay Peak EB-S Projects on
Marketing Materials by New York I~:migration Fund
To Whom It May Concern:
My name is Bill Stenger and I am the President and Chief Executive Officer of Jay Peak
Inc. and serve as the General Partner iii all of the Jay Peak related EB-5 projects. New
York Immigration Fund, its directors, officers, agents, employees and assigns
(collectively, "NYIF") are hereby warned and notified to CEASE AND DESIST making
false and defamatory statements regarding any Jay Peak EB-5 project.
It has come to our attention that false statements were made by NYIF. More specifically,
your promoters in Seoul, South Korea recently handed out the attached materials which
FALSELY AND MAI.,ICIOUSLY characterize our projects as a conflict of interest
inferring that our operations are fraudulent.
The statements made by NYIF about our projects are false, defamatory, constitute tortious
interference with business, and as such, are actionable under Vermont and/or New York
laws. Moreover, if we are forced to commence a lawsuit against NYIF in order to stop
continued false and defamatory statements, be advised that we will seek recovery of all
attorneys' fees and costs incurred herein as a result. While we certainly hope this is not
necessary, we are prepared to pursue whatever avenues are necessary to stop the continued
false and defamatory statements made by NYIF against us.

830 Jay Yeak Koad• Jay, Vermont 05859-9621 +Direct Dial(802)327-2222 • Fax (802)988-4049
E-Mail: bstenger~jaypcakresort.com
JAYPEAKRESORT.COM

 Kessler, John
From:
Sent:
To:
Subject:

Pieciak, Michael
Friday, June 05, 2015 10:57 AM
Kessler, John
Ike Lee CV

Hi John —
Do you have Dr. Ike Lee's CV and do you know how ACCD came into possession of it? (i.e. was it produced by the AnC
Bio developers?)Thanks.
All the best,
Mike
Michael S. Pieciak
Deputy Commissioner of the Securities Division
Vermont Department of Financial Regulation
Phone:(802)828-3420
Email: michael.pieciak@state.vt.us

 Kessler, John
From:
Sent:
To:
Cc:
Subject:

Kessler, John
Thursday, June 04, 2015 4:59 PM
Pieciak, Michael; Smith, Christopher
Raymond, Brent; Moulton, Pat; Humbert, Jacob
SEC Fraud Alert Re Credentials

Regarding the misrepresentation of credentials, here is what the SEC just release yesterday under the heading "Investor
Alert: Beware of False or Exaggerated Credentials":
http://www.sec.~ov/oiea/investor-alerts-bulletins~ia credentials.html
On the first page, the SEC warns:
In order to attract unsuspecting investors and gain their trust, fraudsters may boast about credentials they do
not have. They may fabricate, exaggerate, or hide facts about their backgrounds to portray themselves as
successful professionals and to make you believe that the investments they offer are legitimate. Others may
repeat these misrepresentations and contribute -perhaps unintentionally - to a fraudster's false reputation of
success and professional accomplishment. Do not trust someone with your investment moneyjust
because he or she claims to have impressive credentials or experience, or manages to create a
"buzz ofsuccess"around himself or herself.
Fraudsters may misrepresent their education. In SEC v. Co/angelo, the defendant allegedly defrauded
investors, and made misrepresentations regarding the investments he offered as well as his professional and
educational background. The SEC alleges that the defendant emailed potential and existing investors a link to
his LinkedIn profile in which he represented that he had studied finance at Nyack College when he never
attended Nyack College and had not even graduated from high school. In SEC v. Hicks, the SEC alleges that
the defendant falsely represented in the offering memorandum for a fictitious hedge fund that he had earned
undergraduate and graduate degrees from Harvard University when he had only enrolled there for a few
semesters.
After other specific warnings, each with a hyperlink to an SEC enforcement action, the SEC closes with the following
overall warning:
As you can see from these examples, you cannot believe everything you hear about a person's educational
and professional background. Ask for details and be particularly skeptical if you do not receive direct and
specific answers to your questions. Be cautious if you encounter discrepancies regarding someone's
background such as conflicting information or dates that do not add up. Independently verify claims with
reliable sources, including IAPD, BrokerCheck, and state securities regulators. If someone falsely depicts his or
her background and tries to sell you an investment, do not trade with the person, do not give the person any
money, and do not share your personal information with the person. Submit a complaint and report the
misrepresentations to the SEC.
As with my emails yesterday, I am forwarding this information to you for your consideration in determining whether or
not AnC Bio's marketing of CEO Ike Lee's credentials and the various titles or roles held by Ariel Quiros is a matter
requiring a corrective action. In addition, Bill Kelly has been described as "counsel to AnC Bio," yet I am not aware of any
state in which he is licensed to practice law. Of late, he has signed his correspondence with DFR as "On behalf of the
Developers."

Thank you.
JK
John W. Kessler
General Counsel

 Agency of Commerce and Community Development
National Life Bldg., 6th Floor
Montpelier, VT 05620
(802)828-5202
Parking at National Life

 Kessler, John
From:
Sent:
To:
Cc:
Subject:
Attachments:

Kessler, John
Wednesday, June 03, 2015 5:42 PM
Pieciak, Michael; Smith, Christopher
Raymond, Brent; Moulton, Pat
AnC Bio Web Site
English and Korean 3JUN15.pdf

Michael and Christopher
Some additional facts to follow up on the information I shared earlier today.
When I asked our South Korean intern, Byunghoon Ahn, to confirm the translation of the word "Consultants" over the
row of photos on the Korean version of the AnC Bio Inc. Web site, he mentioned that the photo of Jang Won Kyu just
above "Consultants" was the CEO of Vermont Immigration Inc. — he recognized his name from his research last
week. Recall that AnC Bio's Amended and Restated PPM discloses that Vermont Immigration Inc. acquired AnC
Biopharm, which in 2013 had acquired AnC Bio Korea's IP and Distribution Rights. We also discovered something else —
the English version has a different person's photo in Jang Won Kyu's place. I have no idea of the significance, but it is
odd for the same company to display different management depending on which language version you read. The
attachment includes both language versions of the same web page for your reference. And here's the link to the web
site if you should want to inspect it http://www.ancbio.com/.
And just as a test, absolutely no prompting, I asked Byunghoon to look a Ike Lee's photo and tell me what his credentials
meant to him. On the English page where it says Harvard Medical Center he said it looks like he worked there. On the
Korean page where it says Harvard Medical School, he paused and said that's odd — it looks like he graduated from
there. I am forwarding this factual information for your consideration in determining whether or not the correct
credentials of AnC Bio's CEO, Ike Lee, constitute material information that a reasonably prudent investor would want to
know before deciding to invest. I leave it to your expertise to determine whether or not you need to take steps to
regarding the AnC Bio investors and the extensive marketing and publicity of Ike Lee as a graduate of Harvard Medical
School and the University of Michigan. As you know, the inaccurate marketing is not outdated either—AnC Bio
Vermont in its newly launched web site that I forwarded last week continues to inaccurately represent Ike Lee's
credentials. Here it is http://www.ancbiovt.com/:

Meet the CEO

 Dr. Ike.Lee, Phll, CEO of AnC I3io Ve►•mont
Dr. Lee has been President of AnC Bio in Korea since 2009 and will now take over AnC Bio Vermont's operations. Prior to his
work at AnC Bio, Dr. Lee co-founded and was Chief Scientific Officer of Cardio3 SA. Dr. Lee is a graduate of Harvard
Medical School and the University of Michigan. "I am excited to join the AnC Bio Vermont team here in Newport," said Dr.
Lee. AnC Bio Vermont is a dynamic company that will deliver cutting edge medical technologies to customers throughout the
world while offering good paying jobs to Vermonters.

John W. Kessler
General Counsel
Agency of Commerce and Community Development
National Life Bldg., 6th Floor
Montpelier, VT 05620
(802)828-5202
Parking at National Life

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Daeshin Bldg. ,1717-6 S~ocho-3Dong,
Seocho-Gu, Seoul 137-070,Korea

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Mr. Bill Stenger /President
AnC;13io Vermont, LLC.
4A50 Vt Route 242,1ay, Vermont 05859-9404, United States

Dear Ivir. Quiros,
I, as a certified attorney in law in Korea, have investigated all relevanF documents and testimonies from a
related people and then hereby confirm that;
i.

Ivlr. Aries Ivan Quiros and his wife, Okcha Quiros, who has a home address 19 Grand
Bay Key Biscayne, Florida 33149, and/or anyone of his family member ~iever have or
currently own any share of Sports Seout Newspaper Co, Ltd,(ex. AnC Bio Holdings
Inc.) or never have any involvement in company manegemenk until today. He never
had any relationship with Mr.}long Hee Jung who is an ex-chairman of Sports Seoul
Newspaper Co., Ltd, and even never met him. And also Mr. Quiros ►nade a role of a
simple messenger for the deal of AnC Bio Holdings' investment into Bioheart Inc. as a
friend of Alex Ci~oi, who got the investment from this company in 2009.

2.

AnC Big Inc. is a R&D and patent holding company, which leas been spending
• 's mission is to research and develop
xears. AnC '
enormous funds for 134i'
technologies for stem c'~l~-t~~i~~~~~~ artificial organs for commercialization through
its related companies. Tl~e mast-part of debt in AnC Bio is for fhe account of currently
developing technologies with a governmental grant, which is taken into ttccount of
debt until its full commercialization and profit gain. The other detailed and real
financial status is not supposed to be revealed in any pubic documents like electronic
financial statement as anon-public innovative biotech company. The commercial
achievement of fuiC Bio's technologies lies been tAken into account and finane~ of its
commercialization companies for years.

Respectfully,
Kan Jae Jin

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 Kessler, John
From:
Sent:
To:
Cc:
Subject:

Raymond, Brent
Friday, May 22, 2015 4:52 PM
Moulton, Pat
Kessler, John
Amended AnC Bio PPM Disclosure to Digger

Pat,
Sorry to send this at 4:30 on a Friday before a holiday weekend, but believe it is my ethical obligation to share my
opinion with you, and request that you speak with Susan Donegan.
John has just updated me within the last 45 minutes. Now that DFR has given the Amended PPM to VtDigger, and we've
had a chance to review the revised PPM, it indeed places the investors at risk. The Regional Center has a moral
obligation to ensure we do everything we canto freeze any spending of remaining investor $s that were obtained before
whatever agreement was made for new investors' funds to escrow their money.
Digger reporting on the contents of the Amended private placement that they obtained directly via DFR —reporting the
SEC investigation of all projects, the many new layers of inadequately disclosed business entities, new principals, and
gross misrepresentations will be damaging to the General Partnership which con fists of the Limited Partners' funds.

YS~!' 3l7 C~)~7) ~riv~k ~inahciaR- ►n~~rw~a~ov~ o~`-ice,¢- ~,.P,

If there is any amount of $s remaining from the —plus initial investors, they should be frozen. DFR should immediately
demand they freeze spending and take legal measures to do so before Digger releases an article obtained directly from
the state that will undoubtedly be damaging to their partnership. That, in my opinion, is our moral obligation — to freeze
spending of the over--.,initial investor funds whose money is not escrowed and funds may not have yet been spent.
John and i have discussed, he has reviewed this email, and is in agreement.
Finally, while I was writing this, Ann Galloway called me to ask if we could meet and speak on or off the record. To be
brief, I referred her to DFR.
hold you in the highest regard and send this with the utmost respect. I wouldn't send this if I didn't feel that the release
of information will be seriously detrimental to the limited partners.
Brent Raymond I Executive Director of International Trade &Foreign Investment
Vermont Global Trade Partnership
Vermont EB-5 Regional Center
1 National Life Dr, Davis Bldg, 6th Floor I Montpelier, VT 05620-0501
802-522-2540
eb5.vermont.gov
export.vermont.~ov
Twitter: @Vermont EB5
Subscribe to the Vermont Global Trade Partnership Newsletter

 Kessler, John
From:
Sent:
To:
Subject:

Kessler, John
Friday, May 15, 2015 8:53 AM
Raymond, Brent; Moulton, Pat; Pieciak, Michael; Smith, Christopher
RE: $100 million EB-5 project AnC Bio breaks ground in Newport ~ Vermont Business
Magazine

understand it to be either 108 or 110 million, depending on which public statement or marketing material you go by.
JK
John W. Kessler
General Counsel
Agency of Commerce and Community Development
National Life Bldg., 6th Floor
Montpelier, VT 05620
(802)828-5202
Parking at National Life
From: Raymond,.Brent
Sent: Friday, May 15, 2015 12:08 AM
To: Moulton, Pat; Kessler, John; Pieciak, Michael; Smith, Christopher
Subject: $100 million EB-5 project AnC Bio breaks ground in Newport ~ Vermont Business Magazine

"...and right after that, lead developer Bill Stenger will fly off to the Middle East and Africa and try and raise
the last $10 million in EB-5 immigrant investor money needed to complete the financing ofthe $100 million
bio-medical facility."
They've raised $90MM?

http://www.vermontbiz.com/news/may/100-million-eb-5-project-anc-bio-breaks-ground-new~ort

Brent Raymond ~ Executive Director of International Trade &Foreign Investment
Vermont EB-5 Regional Ctr
Vermont Global Trade Partnership
1 National Life Dr, Davis Bldg, 6th Floor ~ Montpelier, VT 05620-0501
802-522-2540
eb5.vermont.~
export.vermont.gov
Sent from my iPhone

 Kessler, John
From:
Sent:
To:
Subject:

Raymond, Brent
Thursday, April 23, 2015 4:41 PM
Bill Stenger; Lizzy Button; Moulton, Pat; Kessler, John; Pieciak, Michael; Smith, Christopher
RE: 4.23.15 Weekly report

Thanks Bill. I'll speak with everybody here and we'll follow up. It'd likely happen at least two weeks after the legislature
stands down. Thanks again for expanding upon your suggestions. Follow up with you shortly. Cheers, Brent
Brent Raymond I Executive Director of International Trade &Foreign Lzvestment
Vermont Global Trade Plrtnership
Vermont EB-5 Regional Center
7 National Life Dr, Davis Bldg, 6th Floor I Montpelier, VT 05620-0501
802-522-2540
eb5.vermont.gov
export.ver~nont.~
Twitter: L~Vermont EB5
Subscribe to the Vermont Global Trade Partnership Newsletter
From: Bill Stenger [mailto:bstenger@jaypeakresort.com]
Sent: Thursday, April 23, 2015 4:36 PM
To: Raymond, Brent; Lizzy Button; Moulton, Pat; Kessler, John; Pieciak, Michael; Smith, Christopher
Subject: RE: 4.23.15 Weekly report
Brent, some of the things to share might be events schedules and common marketing events . With a half dozen
projects do we develop some common marketing strategies. You might have already done this but what is at stake for
the Vermont economy if eb5 is not extended beyond Sept. 30. We have current and future ideas and suspect others like
MT. Snow have future phases. I know that Sen. Leahy knows the value of eb5 but might not realize just how big our
statewide plans are. How many collective jobs have been created ,are underway now and could occur id future phases
are indeed built. He will need to know this if he is to mount a stand against Grassley's negativity. How do we goon the
offensive to project the 99%good outcomes that have and continue to be the hallmark of the Vermont program. How
can we best benefit from ACCD and other Vermont leaders help in promoting the welcome job creating programs this
effort represents. We might consider what do we do between now and Sept. 30th to get projects fully subscribed. Also
what are the program changes that we would want to see and make sure we have done all we canto advocate for these
changes. So if I were to propose and agenda it might be four things to start, 1. Common marketing opportunities in the
next 6-12 month. 2. Important legislative priorities we as projects and ACCD as Vermont's chief marketing advocate
supports, 3. any trip wires you see as needing reinforcement to all of us. Things you or any state official are concerned
with in the program. 4. market trends or market locations we might be willing to share. We all have learned a lot in the
past few years and traveled a lot and our unique RC offers insight that others don't have. Everything from currency
issues and the myriad of source of funds issues these days. The meeting might be 2hrs. and could be a once and done
thing or maybe we meet twice a year to update efforts. Let' s hope we have a program to promote 6 months from
now. Food for thought. As I said yesterday I prefer a positive team approach to making this program a success and
know you and all ACCD folks do as well. Bill
From: Raymond, Brent [mailto:Brent.Raymond@state.vt.us
Sent: Thursday, April 23, 2015 4:03 PM
To: Bill Stenger; Lizzy Button; Moulton, Pat; Kessler, John; Pieciak, Michael; Smith, Christopher
Subject: RE: 4.23.15 Weekly report

 I'm trying to clarify what your comments and suggestions mean, rather than making assumptions about what your broad
statements might mean. I'm looking for details in order to potentially move forward with a meeting.
Perhaps you could follow up with a proposed agenda with specific details so we better understand what you'd like to
huddle about, and if appropriate the RC send meeting details with specific agenda topics, and poll all projects for their
interest/availability as well as ask for what topics they might suggest.
Thanks,
Brent
Brent Raymond I Executive Director of International Trade &Foreign Investment
veiiiiuii~ ~iuu~i irdue r~~riner5riip
Vermont EB-5 Regional Center
1 National Life Dr, Davis Bldg, 6th Floor I Montpelier, VT 05620-0501
802-522-2540
eb5.vermont.~ov
export.vermont.gov
Twitter: @Vermont EB5
Subscribe to the Vermont Global Trade Parh~ership Newsletter
From: Bill Stenger [mailto:bsten~er@jaypeakresort.com]
Sent: Thursday, April 23, 2015 3':47 PM
To: Raymond, Brent; Lizzy Button; Moulton, Pat; Kessler, John; Pieciak, Michael; Smith, Christopher
Subject: RE: 4.23.15 Weekly report
Brent, I was simply suggesting a meeting to discuss the issues of promotion and relationships that are influx now such as
migration firm issues ,referral fee's etc. Many IIUSA recommendations are fine and worth advocating .There may be
some other things worth discussing. As for promotion, with our unique RC structure what is appropriate to ask support
for. ? I'm simply suggesting that in light of the fast changing landscape we huddle and discuss some common
strategy. If you feel otherwise I'm fine to forge ahead and move on . Best regards, Bill
From: Raymond, Brent [mailto:Brent.Raymond@state.vt.us]
Sent: Thursday, April 23, 2015 3:24 PM
To: Lizzy Button; Moulton, Pat; Kessler, John; Pieciak, Michael; Smith, Christopher
Cc: Bill Stenger
Subject: RE: 4.23.15 Weekly report
Hi Bill,
Read the weekly report and, have two questions:
What specific IIUSA Best Practices do you disagree with?
What specific concerns are you referring to regarding "promotion is (sic) outside of Federal regulations on
Eb-5 project offerings."?
Attached is the most updated MOU for your review. It establishes the Regional Center's standards and requirements for
projects to remain in good standing. Also attached is what we currently require for a potential new project evaluation.

 We'd welcome your feedback regarding either of these as well as IIUSA Best Practices you feel are inappropriate for
Vermont.
Best,
Brent
Brent Raymond I Executive Director of International Trade &Foreign Investment
Vermont Global Trade Partnership
Vermont EB-5 Regional Center
1 National Life Dr, Davis Bldg, 6th Floor I Montpelier, VT 05620-0501
802-522-2540
eb5.vermont.gov
ex~ort.vermont.gov
Twitter: @Vermont EB5
Subscribe to the Vermont Global Trade Partnership Newsletter
From: Lizzy Button [mailto:lbutton@jaypeakresort.com]
Sent: Thursday, April 23, 2015 1:42 PM
To: Moulton, Pat; Kessler, John; Raymond, Brent; Pieciak, Michael; Smith, Christopher
Cc: Bill Stenger
Subject: 4.23.15 Weekly report
All, Please see attached weekly report from Bill.
~Z~.i~. JJu,~on.
.~'~X.o~r,~,e,Qa,C;.a+tio. C~on~,n,caX,o~,

802-~2Z-~3~8

JAY

PEAK

The Investing Member acknowledges and agrees that (i) the Manager, Regional Center and Developer have not given, and have no authority to give, any
investment and/or legal advice with respect to the purchase of a security; and (ii) a prospective subscriber has not requested or otherwise sought any such
investment/legal advice from the Manager, Regional Center and/or Developer; provided, however,that investment/legal advice may have been given by an
independent third-party agent which is marketing the security and unaffiliated with the Manager, Regional Center and/or Developer.

3

 Kessler, John
From:
Sent:
To:
Subject:

Raymond, Brent
Thursday, April 23, 2015 3:48 PM
Pieciak, Michael; Smith, Christopher; Moulton, Pat; Kessler, John
Recording and Feedback about USCIS EB-5 Stakeholder Meeting

http; blo~lucidtext.com/2015/04/22/422-stakeholder-disenga ement_
Some of the author's comments I thought interesting:
"Apparently USCIS has learned from the investigation into former Chief Mayorkas, who tried to engage with
stakeholders and hear their ideas, who pressed for transparent and consistent policy, and who was willing to be
convinced with reference to law and policy and business reality that adjudicator interpretations might be wrong. And
now we're back to the bad old days. The leadership on today's call let us know that "this venue is for us to state our
positions, not for debate" and furthermore "everything that we do here is on a case by case basis."(They may as well
have said:"We can't give general guidance because our decisions are made individually and reactively, not shaped by
consistent general principles, and also we can't lift the veil on our case-by-case decision-making because that would
involve answering case-specific questions, so really why are we all here talking?")."
"I-924a and Regional Center Terminations: In FY2013, USCIS terminated eight Regional Centers for failing to file I-924a
and another seven Regional Centers for not promoting economic growth. For FY2014, USCIS issued 57 Notices of fntent
to Terminate to Regional Centers that didn't file Form i-924a for the year, is preparing additional NOIT alleging that the I924a filing reflects failure to promote economic growth, and has terminated four Regional Centers outside of the I-924a
review process(one because it dissolved, another two because they were thefocus of criminal complaints, and another
for misallocation ofinvestorfunds)."
Brent Raymond I Executive Director of Internationll Trade &Foreign Investment
Vermont Global Trade Partnership
Vermont EB-5 Regional Center
1 National Life Dr, Davis Bldg, 6th Floor I Montpelier, VT 05620-0507.
802-522-2540
eb5.vermont.gov
ex~ort.vermont.~
Twitter: @Vermont EB5
Subscribe to the Vermont Global Tr1de Partnership Newsletter

 Kessler, John
From:
Sent:
To:
Cc:
Subject:
Attachments:

Raymond, Brent
Thursday, April 23, 2015 3:24 PM
Lizzy Button; Moulton, Pat; Kessler, John; Pieciak, Michael; Smith, Christopher
Bill Stenger
RE: 4.23.15 Weekly report
MOU LATEST 201503.pdf; Required Materials for Review of a Project.pdf

Hi Bill,
Read the weekly report and have two questions:
1. What specific IIUSA Best Practices do you disagree with?
2. What specific concerns are you referring to regarding "promotion is (sic) outside of Federal regulations on
Eb-5 project offerings."?
Attached is the most updated MOU for your review. It establishes the Regional Center's standards and requirements for
projects to remain in good standing. Also attached is what we currently require for a potential new project evaluation.
We'd welcome your feedback regarding either of these as well as IIUSA Best Practices you feel are inappropriate for
Vermont.
Best,
Brent
Brent Raymond I Executive Director of International Trade &Foreign Investment
Vermont Global Trade Partnership
Vermont EB-5 Regional Center
7 National Life Dr, Davis Bldg, 6th Floar I Montpelier, VT 05620-0501.
802-522-2540
eb5.vermont.~ov
export.vermont.gov
Twitter: @Ver,mont EB5
Subscribe to the Vermont Global Trade Partnership Newsletter
From: Lizzy Button [mailto:lbutton@jaypeakresort.com]
Sent: Thursday, April 23, 2015 1:42 PM
To: Moulton, Pat; Kessler, John; Raymond, Brent; Pieciak, Michael; Smith, Christopher
Cc: Bill Stenger
Subject: 4.23.15 Weekly report
All, Please see attached weekly report from Bill.
~~Li~.~, ~ti~X,Carti

80~-32'Z-~3~8

JAY ~CPEAK

 The Investing Member acknowledges and agrees that (i) the Manager, Regional Center and Developer have not given, and have no authority to give, any
investment and/or legal advice with respect to the purchase of a security; and (ii) a prospective subscriber has not requested or otherwise sought any such
investment/legal advice from the Manager, Regional Center and/or Developer; provided, however, that investment/legal advice may have been given by an
independent third-party agent which is marketing the security and unaffiliated with the Manager, Regional Center and/or Developer.

 MEMORANDUM OF UNDERSTANDING
BETWEEN
STATE OF VERMONT
AGENCY OF COMMERCE AND COMMUNITY DEVELOPMENT
/~►11:
[ENTITY NAME],L.P.
This Memorandum of Understanding ("Agreement") is made and entered into, by and between:
State of Vermont Agency of Commerce and Community Development, and its
successors and assigns("ACCD"), and
L.P., a limited partnership organized under the laws ofthe State of Vermont, and its respective
successors and assigns ("Entity Name").
WHEREAS
ACCD,a governmental unit ofthe State of Vermont, is charged with enhancing the Vermont
business climate, marketing Vermont to businesses by facilitating, promoting and creating
commercial and business opportunities within Vermont to contribute to the economic viability of
and benefit the growth ofthe state; and,
ACCD is an approved and designated Regional Center recognized by the U.S. Department of
Homeland Security ("DHS"), U.S. Citizenship and Immigration Services("USCIS") in
accordance with the Immigrant Investor Pilot Program pursuant to section 203(b)(5) ofthe
Immigration and Nationality Act, as amended,the Departments of Commerce, Justice and State,
the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section
610, as amended, and all applicable regulations promulgated thereunder,(collectively, the "Pilot
Program law"); and,
Initial designation as a Regional Center was made in a letter dated June 26, 1997, to Howard
Dean, M.D., Governor ofthe State of Vermont from legacy U.S. Immigration and Naturalization
Service (INS), informing him ofthe ACCD's appointment as a Regional Center; reaffirmation of
ACCD's Regional Center was given by USCIS in a letter dated June 11, 2007 to Kevin L. Dorn,
secretary of ACCD;and the ACCD Regional Center designation was amended and approved for
EB-5 investment across a wider range of business sectors by USCIS in a letter dated October 6,
2009 to Kevin L. Dorn, secretary of ACCD; and,
Entity Name is organized for the purpose of creating an EB-5 Alien Entrepreneur investment
project within the ACCD Regional Center and managing and operating this investment project in
conformance with 8 U.S.C.§ 1153(b)(5)(A)-(D); INA § 203(b)(5)(A)-(D)ofthe Immigration
& Nationality Act (the "Act") and the Pilot Program law; and,

 Entity Name Development Fund, L.P.
December 30,2014

for

Entity Name has contracted with Legal Firm, P.C., Attorneys-at-Law,
legal counsel regarding
compliance with U.S. immigration and nationality law as it relates to EB-5, Alien Entrepreneur
investment projects and Regional Center Pilot Programs for the purpose of advising upon all
immigration matters in connection with such a project, and for legal counsel regarding
compliance with all relevant and applicable state and federal securities laws and regulations; and,
Pursuant to its responsibilities and obligations as a USCIS approved and designated Regional
Center within the Immigrant Investor Pilot Program, ACCD desires to obtain assistance in the
planning and management ofthe Entity Namc EB-5, Alien entrepreneur investment projects
within ACCD's Regional Center and to assure the projects' compliance with U.S. immigration
laws and regulations, as well as all applicable federal and state securities laws and regulations,
concerning investments within a regional center in the EB-5 visa preference category and,
thereby, to have greater assurance of its compliance with regional center requirements; and,
ACCD and Entity Name desire an arrangement whereby Entity Name with the on-going benefit
of legal counsel will, together with the periodic concurrence ofthe ACCD's designated Regional
Center monitoring officials, assist with the oversight, administration, management and overall
compliance ofthe Entity Name project with legal and regulatory requirements, and Entity Name
will formally report to ACCD in writing not less than every three (3) months upon the activities
ofthe projects and respond to any ongoing ACCD inquiries about the projects and assist ACCD
to comply with its obligations as a USCIS approved and designated regional center with respect
to the projects.
NOW,THEREFORE,in consideration ofthe mutual agreements, and representations set forth
herein, the parties agree as follows:
ACCD will promptly request that USCIS acknowledge ACCD's designation of
Patricia Moulton, Secretary ofthe Agency of Commerce and Community
Development and Susan L. Donegan, Commissioner, Department of Financial
Regulation as the principal representatives of ACCD in its capacity as a Regional
Center.
2.

ACCD will promptly request that USCIS acknowledge ACCD's designation of
John Kessler, General Counsel for the Agency of Commerce and Community
Development and Brent Raymond ofthe Agency of Commerce and Community
Development as the principal administrators ofthe Regional Center.
ACCD will promptly request that USCIS acknowledge ACCD's designation of
Entity Name to assist in the management, administration and overall compliance
ofthe Alien Entrepreneur project organized by Entity Name within ACCD's
Regional Center with U.S. immigration laws and regulations, as well as all
applicable federal and state securities laws and regulations, controlling the
investment process and participation in a regional center, and to report upon the
activities of the projects to ACCD and respond to ACCD inquiries about the
projects and assist ACCD to comply with its obligations as a regional center with
respect to the projects;

2
35975733v.1

 Entity Name Development Fund, L.P.
December 30, 2014

4.

Entity Name will provide support to ACCD including, but not limited to,
providing investment-related and supporting documentation to prospective
investors, supplying economic analysis and modeling reports on direct and
indirect job creation, defining investment opportunities within the Entity Name
project, and assisting ACCD to comply with relevant regulatory or administrative
requirements in support of individual petitions filed with USCIS by immigrant
investors affiliated with the Entity Name project, such as providing area maps,
valid unemployment data, general economic data and demographics concerning
the geographic area covered by the Entity Name project. In furtherance of Entity
Name's effort to keep ACCD .informed oftimely and accurate administrative and
regulatory developments, Entity Name will include in its investor subscription
agreements or separate agreement a specific requirement for investors to make a
written report to Entity Name within two business days of receipt of substantial
correspondence or decisions from USCIS concerning a Request for Evidence or
denial of a petition.
Entity Name will further support ACCD's compliance with regional center
requirements by providing on a quarterly basis formal written progress reports on
its activities, overseas meetings and other relevant efforts to promote investment
in the Entity Name project through the EB-5 Alien Entrepreneur Regional Center
Pilot Program. The Quarterly reports will set forth in writing for the preceding
quarter and year-to-date the number of investors, the status of alien investor
capital (in escrow, transfers from escrow to the limited partnership) and activity
ofthe limited partnership in furtherance ofthe project. The reports will also
contain information distinguishing Investor Petitions "in preparation", "filed with
USCIS,""approved by USCIS,""denied by USCIS," or "filed with the USCIS
office of Administrative Appeals." Entity Name will include with its other
quarterly submissions to ACCD a written report describing the status of 1-526 and
I-829 petitions showing their corresponding processing times with USCIS.

6..

35975733v.1

Entity Name will hold escrowed funds only in U.S. T-Bills, U.S. Treasuries and
first tier money market funds unaffiliated with Entity Name and with the
following ratings:

 Entity Name Development Fwd, L.P.
December 30, 2014
Money market
fund category

Moody's
Longterm

Eligible
Securities

7.

First
Tier

Aal
Aa2
Aa3
Al
A2*
A3~

Standard & Poor's

Shortterm

Longterm

Longterm

Shortterm

AAA

AAA
AA+
P-~

Shortterm

Fitch

A-1+

AA+

AA
AA

AAA+*

A+
A*

p-E-*
A
A-*

A-1

F-l+

F-1

Entity Name will support the purpose and goals of ACCD's Regional Center by
encouraging investment and employment creation within the Regional Center
through marketing at emigration fairs and conferences with individual investors
outside the United States; maintaining a website to promote and describe the
project; preparing a desirable business plan to encourage individual investments
in the projects within the Regional Center; establishing escrow accounts to assist
orderly investment in the project; facilitating, on a fee basis, the preparation and
submission ofthe I-526, Alien Entrepreneur petition and petitions for other
immigration benefits to USCIS or the Department of State for individual
investors; providing the primary entity and related entities to carry out the
activities ofthe project; structuring the enterprise so that it creates requisite
employment prior to the investors seeking removal of conditions; seeing to the
timely completion and opening of the project; providing operating expertise and
personnel to operate the project efficiently; and, if requested by individual
investors, making referrals to advisors who may assist with issues arising from
relocation by the investor and the investor's spouse and children to the United
States.
Entity Name agrees to promote investment in its project and to perform its
obligations under this Agreement honestly, consistently and fairly in furtherance
of its efforts to assist ACCD with the oversight and management ofthe Regional
Center in connection with Entity Name.

9.

All marketing information and materials, including but not limited to all
translations, licenses of agents and web sites, shall first be reviewed by legal
counsel for Entity Name for accuracy and consistency with the offering
documents.

10.

Entity Name will act in an independent capacity and not as officers or employees
of ACCD or the State of Vermont. Entity Name shall indemnify, defend, and
hold harmless ACCD,the State of Vermont and its officers and employees from
liability and any claims, suits,judgments, and damages arising as a result of
Entity Name's acts and/or omissions performed under this Agreement.
4

35975733v.

 Entity Name Development Fund, L.P.
December 30, 2014

11.

Entity Name will pay to ACCD an administrative fee to support administration of
the EB-5 Regional Center program. The fee established under 10 V.S.A. § 21
authorizes the ACCD Secretary to assess an administrative charge to support the
operations ofthe ACCD Regional Center and to cover the costs of providing
specialized services in support of participating economic development projects.
The fee will be due and payable to ACCD as described in Exhibit A hereto.
All fees and expenses, including attorneys' fees, ofthe ACCD for any
extraordinary services rendered by it under the Memorandum of
Understanding. All such fees and expenses are to be paid directly to the
ACCD as and when such fees and expenses become due and payable, and
All other reasonable fees and expenses incurred in connection with the
issuance and responsibilities to be performed under the Memorandum of
Understanding, enforcing any obligation of Entity Name under the
Memorandum of Understanding or any related agreement entered into by
Entity Name,taking any action required or permitted by the Memorandum
of Understanding, as well as the reasonable costs and expenses of
defending against any claim or liability arising out of or relating to the
Memorandum of Understanding, including but not limited to the State's
need to employ counsel, certified public accountant or other professional
services to defend or protect the State from potential litigation.

12.

Entity Name shall be a member in good standing ofthe Association to Invest in
the USA (IIUSA)from the date on which this MOU is executed through no earlier
than the date on which the last immigrant investor has received his or her
approved I-829 petition from USCIS.

13.

Entity Name shall adhere to the IIUSA Recommended Best Practices for EB-5
Regional Centers adopted June, 2013, and as amended, unless first obtaining
written approval from ACCD to depart from the same. The IIUSA Best Practices
alone are not intended to constitute a minimum legal or ethical standard of
conduct.

14.

Entity Name, and its owners, principals and directors, will disclose, in connection
with any business they have owned or directed, any and all previous bankruptcy
or insolvency proceedings under the federal bankruptcy code or any other similar
applicable federal or state law, consent by it to the filing of any such petition or to
the appointment of a receiver, liquidator, assignee, trustee or other similar official,
or the making by it of an assignment for the benefit of creditors generally, or the
admission by it in writing of its inability to pay its debts as they become due;

15.

Entity Name's owners, principals and directors will disclose any and all personal
bankruptcy or insolvency proceedings anywhere in the world;

35975733x.1

 Entity Name Development Fund, L.Y.
December 30, 2014

16.

Entity Name, and its owners, principals and directors, will disclose any and all
civil or criminal securities investigations or findings by the SEC, and by any
federal or state government in any country;

17.

Entity Name, in addition to other due diligence steps it may take, will provide
ACCD the following:
(a)

Identification of all assets and liabilities of Entity Name, including an
independent third-party appraisal oftheir value;

(b)

Total equity based upon appraised value ofthe Entity Name EB-S project
(the New Commercial Enterprise] with three variations:
(i)
(ii)
(iii)

(c)

Risk assessment of exit strategy, including, but not limited to, actions such
as:
(i)
(ii)
(iii)
(iv)
(v)

(d)

Existing asset valuation
Completed project value
Stabilized value

Sale of facility
Refinancing
Cash flow from operations
Tax rebate not based on revenues
Tax rebate based on revenues

All due diligence materials created or used by Entity Name, including, but
not limited to:
(i)
(ii)
(iii)
(iv)
(v)
(vi)

Feasibility study
Third party market study
Loan documents
Business plan, detailed projections and their factual support
Economist's job creation analysis and report
Questionnaire for verifying accredited investors

(e)

Certificate of insurance showing all policies ofinsurance for Entity Name
which must include, among other things, auto, general liability,
professional or other specialized services, claims made by investors or
regulatory bodies, director and officers, errors and omissions, and any
other activity or property associated with the Entity Name EB-5 project.

(~

Identification by name and function the following key participants in the
Entity Name EB-5 project:
(i)

Law firms)and other in-house counsel for advising on and
ensuring compliance with all federal law and regulation applicable
to the EBS program, including but not limited to DHS and USCIS
6

~s~~s~~~~. i

 Entity Name Development Fund, L.P.
December 30,2014

(ii)
(iii)

(iv)

(v)

(g)

regulations governing EBS investor-funded projects, SEC
regulations governing securities and investments, and the State of
Vermont DFR.
Economists) or other consultants) providing economic analysis to
support project compliance with EBS job creation requirements.
Marketing and promotion professionals) and firms) assisting the
EBS project in garnering support from EBS investors and other
financial institutions and sources of financing.
Accounting and auditing firms)that will provide professional
services to provide advice on and ensure compliance with all
financial aspects of the EBS project.
Agents, brokers or other persons who will represent the EBS
project in pursuit ofEBS investors.

Disclosure ofthe amount of compensation paid and any other benefits
provided to the following persons related to Entity Name:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)

Owners
Promoters
Lawyers
Consultants
Marketers
Economists
Agents, brokers or any other persons representing Entity Name in
pursuit ofEB-5 investors.

(h)

Copies of all permits required for construction and operation of Entity
Name.

(i)

Certification of good standing with Vermont Department of Taxes and US
Internal Revenue Service.

(j)

Evidence oftimely compliance with all state and federal payroll
withholding requirements.

(k)

Disclosure of all financial relationships between Entity Name and related
persons, including but not limited to persons identified above in Paragraph
14(fl. Entity Name must disclose all payments by the New Commercial
Enterprise to the General Partner. If a conflict of interest exists between
the New Commercial Enterprise and the General Partner, the New
Commercial Enterprise must retain athird-party administrator unaffiliated
with the General Partner, New Commercial Enterprise, or other Agents to
co-sign checks for disbursements and oversee the finances ofthe New
Commercial Enterprise. The Independent Agent could be an attorney,
Certified Public Accountant, or financial administrator and must be paid
by funds other than from any ofthe $500,000 investments made by
investors.
7

35975733x.1

 Entity Name Development Fund, L.P.
December 30, 2014

(1)

Entity Name must identify all conflicts of interest, or explain how the
same will be avoided including particularly where the General Partner is
affiliated with the EB-5 project developer. All disclosures of conflicts of
interest must be made in language sufficiently plain to be understood by
the investors.

18.

Entity Name will employ one or more independent, licensed certified public
accountants to complete an annual audit of Entity Name and all of its financial
affairs in full compliance with the prevailing Auditing Standards ofthe American
Institute of Certified Public Accountants(AICPA).

19.

Entity Name affirms that its owners, principals and directors will disclose any and
all criminal convictions or criminal proceedings,judgments or plea- bargains, in
and with any tribunal anywhere in the world, even if such charges or convictions
were dismissed, pardoned, expunged, nullified or retroactively extinguished, as
well as any and all allegations of fraud or tax evasion by any tribunal in the world
even if these allegations were not prosecuted, or were dismissed or eventually
expunged or pardoned or subject to any clemency. In addition, to the above and
all other disclosure requirements in this MOU,Entity Name shall make prompt
disclosure of any legal claim or action related to the Entity Name EB-5 project
made against the Entity Name EB-5 project, its principals, or any ofthe other key
participants identified herein.

20.

Entity Name affirms that its owners, principals and directors will disclose any tax
liens,judgments or past due tax liabilities against themselves or against any
businesses in the United States that they have owned, operated or directed.

2l.

Entity Name affirms that its owners, principals and directors will disclose any and
all pending civil litigation, lawsuits or arbitration proceedings where Entity Name
and or its owners, principals and directors are named as parties anywhere in the
world.

22.

Entity Name shall be responsible for providing real-time updates to ACCD of any
changes made to the list of key participants in the project. Participation in the
Vermont Regional Center may be based upon the level of confidence ACCD
maintains in its sole discretion concerning the roster of key participants and their
collective ability to deliver a successful EB-5 project.

23.

Entity Name shall have no less frequent than semi-annual written communication
with its investors.on the progress and status of their investment and the EBS
project it supports, with quarterly communication being preferable.

24.

Entity Name must include a Job Allocation Agreement in the Private Placement
Memorandum showing investors the order ofjob allocation should insufficient
jobs be created to meet the job creation requirements of each investor.

25.

Entity Name assents to provide to the Vermont Regional Center, upon request,
copies of any payment or legal services agreements with any and all law firms or
8

35975733v.]

 Entity Name Development Fund, L.P.
December 30, 2014

attorneys receiving fees from Entity Name or a related entity in connection with
the offering and with advising Entity Name on immigration-related or related
suitability or legal issues for any prospective investors.
26.

Entity Name shall, within thirty (30)~ days ofthe execution of this Agreement,
furnish ACCD with an exemplar I-526 filing to USCIS for the EB-5 project.

27.

Entity Name shall undertake as its sole responsibility the timely filing of Form D
and any other required filings with the United States Securities and Exchange
Commission ("SEC"). ACCD strongly suggests that Entity Name file the Form D
in advance of the SEC's fifteen (15) day filing deadline as calculated from the
date ofthe first U.S. sale. ACCD shall not take responsibility to remind Entity
Name to file Form D and shall not collect Form D as filed from Entity Name.

28.

This Agreement shall be governed by the laws ofthe State of Vermont.

29.

This Agreement may be modified by written consent ofthe parties.

30.

This Agreement may be cancelled by ACCD by notifying Entity Name in writing
for reasons including but not limited to the following:
(a)

Harm to the Vermont brand as determined by ACCD in consultation with
the State's Chief Marketing Officer;

(b)

Material misrepresentation by Entity Name that causes ACCD to lose
confidence in the Entity Name EB-5 project or one or more of its
principals;

'(c)

Non-compliance with laws, rules or regulations of USCIS or the SEC,
including provisions in the JOBS Act regarding using the Internet for
general solicitations in private offerings, ornon-compliance with any
applicable local laws in a country where an offering is marketed and sold
to investors;

(d)

Non-compliance with state laws, rules or regulations governing securities
and investments otherwise known as "blue sky laws";

(e)

Any false or misleading assertions to.any prospective investors about the
at-risk nature of an EB-5 investment or about the Issuer's offering;

(fl

Failure to control agents and brokers or migration agents sourcing
investors abroad for misstatements or misleading information with respect
to the terms or expected financial performance of an investment, or about
an investor's ability to secure a green card;

(g)

Violation of state "blue sky laws" in conducting United States based
marketing and promotional activities within the United States;

9
35975733v.1

 Entity Name Development Fund, L.P.
December 30, 2014

(h)

Payment of finder's fees to individuals or entities sourcing EB-5 investors
within the United States where those individuals or entities do not possess
required federal and/or state registrations necessary for the promotion and
recommendation of securities to investors;

(i)

Non-compliance with or violation of provisions of the Foreign Corrupt
Practices Act(FCPA)in conducting marketing and promotional activities
outside the United States in connection with any EB-5 offering, or in
connection with hiring or en~a~ing third-parties involved in sourcing
investors;

(j)

Failure to timely submit to ACCD any reports, certifications or other
required submissions made a condition of this MOU;

(k)

Failure to timely submit to ACCD any requests for information or records
requested by ACCD reasonably related to ACCD's responsibilities under
this MOU or connected with its duties as a USCIS approved EB-5
Regional Center;

(I)

Failure to comply with any ofthe terms or conditions of this MOU;or

(m)

Failure to furnish the Vermont Regional center with any documents
requested within 15 business days to confirm compliance with any US
federal and state laws.

31.
Certificate of Compliance.
Entity Name covenants that it will file with ACCD every six (6) month period from date
ofexecution, a certificate ofEntity Name, signed by the Authorized Representative,
confirming:
(a)

Entity Name has made a review of its activities during the preceding six
(6) months for the purpose of determining whether or not the Entity Name
has complied with all ofthe terms, provisions and conditions ofthe
Memorandum of Understanding;

(b)

Entity Name has maintained, observed, performed and fulfilled each and
every covenant, provision and condition ofthe Memorandum of
Understanding on its part to be performed; and

(c)

Entity Name is not in default in the performance or observance of any of
the covenants, provisions or conditions ofthe Memorandum of
Understanding, or if Entity Name shall be in clefault, such certificate shall
specify all such defaults, the nature thereof and a detailed plan for curing
the default.

(d)

Entity Name has made no misstatements of project information in the
offering documents and Entity Name has fulfilled its continuing material
disclosure obligations under applicable state and federal securities laws
l0

35975733v.1

 Entity Name Development Fund, L.P.
December 30,2014

and regulations. Entity Name in consultation with experienced securities
counsel will make a new disclosure of all material changes to subscribed
investors and provide ACCD with a copy ofeach investor's signed
acknowledgment of receipt on the final disclosure.
Independence, Liability.
32.
Entity Name will act in an independent capacity and not as officers or employees ofthe
State.

(a)

Entity Name shall defend the State and its officers and employees against al I claims or
suits arising in whole or in part from any act or omission of Entity Name or any agent of
Entity Name, including but not limited to, those arising or resulting from:
any USCIS or SEC violations;

(b)

A violation of any agreement, warranty, covenant or condition of Entity
Name investor offering materials or any other agreement executed in
connection with the Alien Entrepreneur project;

(c)

A violation of any contract, agreement or restriction by Entity Name
relating to its property;

(d)

A violation of any international, federal, state or municipal law, ordinance,
rules, regulation or court order affecting Entity Name,the Alien
Entrepreneur project, its property or use ofEB-5 investor proceeds, or any
other investor proceeds thereof; and

(e)

Any statement or information concerning Entity Name, any of its officers
and members, its operations or financial condition generally or any
facilities contained in any offering memorandum, official statement or
supplement or amendment thereto furnished to ACCD or an investor(s),
that is untrue or incorrect in any material respect, and any omission from
such official statement or any statement or information which should be
contained therein for the purpose for which the same is to be used or
which is necessary to make the statements therein concerning Entity
Name, any of its officers and members and any facilities not misleading in
any material respect.

The State shall notify Entity Name in the event of any such claim or suit, and Entity Name shall
immediately retain counsel and otherwise provide a complete defense against the entire claim or
suit.
After a final judgment or settlement Entity Name may request recoupment of specific defense
costs and may file suit in Washington Superior Court requesting recoupment. Entity Name shall
be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the
defense of any claim arising from an act or omission of Entity Name.

35975733v.1

 Entity Name Development Fund, L.P.
December 30, 2014

Entity Name shall indemnify the State and its officers and employees in the event that the State,
its officers or employees become legally obligated to pay any damages or losses arising from any
act or omission of Entity Name.
33.
Maintenance of Corporate Existence and Qualification.
Entity Name agrees that as long as the Alien Entrepreneur project is in existence and
owes any investor it will maintain its existence, will not dissolve, liquidate or otherwise
dispose of all or substantially all of its assets, and will not consolidate with, allow itselfto
be acquired or mere into another corporation or permit one or more other corporations to
consolidate with or merge into it without the prior written approval of ACCD.
ACCD will notify USCIS in writing within thirty (30)days of any change in the
designation ofthe principal representative of ACCD or the principal administrator to
ACCD or any significant change in or the termination of this Agreement with Entity
Name.
In the event ofcancellation of this Agreement, ACCD will provide USCIS a clear
explanation as to how services and 'responsibilities of Entity Name hereunder will be
performed, and by whom, without interruption to the functioning ofthe Regional Center
in connection with the Entity Name project or any affected alien investor in the Entity
Name project.
34.

Notices given hereunder shall be in writing and delivered by courier or by U.S
mail to:
For ACCD:
The ACCD Secretary or ACCD General Counsel
National Life Building, Drawer 20
IVlontpelier, VT 05620-0501
For Entity Name:

[remainder of page intentionally left blank]

12
35975733v.1

 The parties have executed this Agreement in duplicate; originals as of the date of their signatures
affixed below.
State of Vermont Agency of Commerce
and Community Development
Dated:

Patricia Moulton, Secretary

Entity Name,L.P.
By: Entity Name General Partnership, LLC
Its General Partner

Dated:

 Exhibit A

Fee Schedule

~~..m~1~ER:MONT
EB-5 REGIONAL CENTER
www.eb5.vermont.gov

Required Materials for Proposed Protect Review
This list consists of initial minimum materials. Additional documents and/or other materials may be
requested based upon review of initial documents and materials.
1. Business Plan with pro-forma
Describe funds already invested in project, source of those funds, whether there are any
liens, and if any portion of the property is being used as collateral for any other loan or
existing business enterprise.
2. Specific market analysis and information to support pro-forma
3. Third Party independent economic jobs analysis
4. Third party independent market study
5. Third party independent land appraisal
6. Independent third party review and report of the total offering to support its viability and
marketability in the EB-5 marketplace
7. All required permits to begin construction
8. Private Placement Memorandum
a. Include discussion of the adequacy of the remaining funds and additional amounts to be
raised to complete the project and the associated risks if sufficient capital is not raised,
both from the perspective of compliance with the EB-5 immigration .requirements as
well as the potential impact on any financial return on the investment.
b. Describe in one place all the interested party transactions, including expected future
transactions, if any, showing total amounts paid and payable to such parties and the
relationships among such parties.
c. Describe clearly rights of holders of limited partnership interests and limitations on
those rights, with references to the Limited Partnership Agreement.
Describe clearly how the entity in which investors will have an interest will derive
income and sources of value, including without limitation (a)the nature, expected
operations, and anticipated financial results of the Joint Venture,(b)the Issuer's
contributions to and interest in the Joint Venture and (c) the contributions to be made
to the Joint Venture (and how they will be valued if not in cash).

 e. Describe clearly the management and control of the Joint Venture and the resulting
position of the Issuer and its investors.
f. Describe the credentials, qualifications and capabilities of the sponsors and personnel to
implement business plan, including reasons for believing in the efficacy of the science
and status of and prospects for required licensing and approvals.
g. Without limiting the generality of the foregoing, the PPM should address all aspects of
the project, including:
i. total sources and uses ~f funds to date;
ii. all intended future uses of funds to be raised,
iii. provide a current GAAP balance sheet for the Issuer,
iv. status of design of project and expected construction schedule,
v. status of permits and approvals needed for construction of the facility
9. All exhibits to Private Placement Memorandum
10. List of all principals/owners of NCE, JCE, Limited Partnership, Management Company
11. Principal's Material Disclosure forms) provided to issuer's counsel
12. Organization Chart of all entities also providing principals, controlling parties, etc.
13. Proof of Vermont state and other relevant state incorporations