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Due Diligence Report:

Yellowstone Club

Thank you for showing interest in the following due diligence report. This report offers a detailed overview of the project and investment, highlighting both its strengths and potential risks. Use a computer for the best experience.

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Investment Overview

Yellowstone Club is a private, world-class ski and golf community founded in 1999 in Big Sky, Montana near the Yellowstone National Park. Big Spring Village Phase 2 (“the project”) encompasses the construction of three buildings with 35 residential condominium units, an underground parking garage, storage, ski lockers, a bar, alpine park, ice lagoon, family pool with changing rooms, and more. The project is located in rural Montana and is eligible for priority processing.

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The Yellowstone Club offers a unique opportunity for EB-5 investors to be part of an exclusive and prestigious development in one of the most sought-after regions of the U.S. The Big Spring Village Phase 2 project not only promises luxurious amenities and high-end residential living but also represents a prime investment in a rural, high-demand area that qualifies for TEA (Targeted Employment Area) designation. This ensures that EB-5 investors can benefit from priority processing, potentially expediting their path to U.S. permanent residency. The project’s location near Yellowstone National Park further enhances its appeal, offering residents a blend of luxury and outdoor adventure in a breathtaking natural setting. With strong demand for real estate in Big Sky and the backing of an established community like the Yellowstone Club, investors can feel confident in the project's potential for success and long-term value.

The EB-5 Investment (NCE)

The NCE (new commercial enterprise) for the project is EB-5 United Big Sky III, LLC. The NCE is responsible for the EB-5 loan raise. As of June 2024, the project has 201 investors subscribed.

Capital Stack
The project is raising a total of $983.2 million for the construction Yellowstone Club Phase II. The budget for the Project will be secured through a combination of EB-5 funds, equity and presale deposits. Of this total, $400 million is an EB-5 Senior Debt 1st position loan and $582.3 million is developer equity. The developer equity is subordinate to the EB-5 loan, which means the EB-5 loan will take priority for repayment.

*Owner equity includes $100,000,000 in land value contributed to the Project by the JCE.
**A senior loan of up to $200,000,000 is available to be used should EB-5 funds fall short of the $400,000,000 target. Regardless of the number

of EB-5 investors who subscribe, the project will still be completed.

Investment Duration
The loan has a maturity of three years, plus three optional 1-year extensions available to the developer.

Administrative Fee
The minimum investment amount of $800,000 does not include the amount of up to $80,000 per Unit payable by an investor for offering costs, migration agent fees, brokerage fees, and administrative expenses. This amount may increase or decrease at the sole discretion of the Manager

Security & Collateral
The EB-5 loan is the first priority in this project. The investment is secured by a first position on collateral which includes all assets of the project. The JCE has also secured a loan in the amount of $200,000,000 and will only seek to use this loan in the event that EB-5 capital is short of the $400,000,000 target. Please see page 15 for more information on EB-5 United’s track record.

The EB-5 Investment Process
The following graph provides an explanation of the investment process from the perspective of the NCE for you to gain a better understanding of the steps involved

Investment Structure
The NCE is a Delaware limited liability company, formed for the purpose of making one or more “qualifying investments” in compliance with the EB-5 Investor Program and USCIS requirements so that investors are in a position to obtain conditional or permanent United States resident status. The NCE will be managed by EB5U YC, LLC on behalf of the foreign Investors. The NCE will receive at-risk equity investment from EB-5 investors and issue the full amount of equity investment into the Project by means of a loan to the JCE in the amount of $400,000,000.

*The red arrow in the graph represents the flow of funds from investing members.

Exit Strategy
The fund’s exit strategy is the sale of private residences. The project is expected to earn $1.26 billion in residence pre-sales and deposits. As of April 2024, the project has earned $538 million in residence sales thus far. With 18 units currently sold, the project has over $217 million available to cover ongoing construction costs before the EB-5 loan is completed.

Use of Funds
The project is anticipated to cost a total of $983,150,000. Hard costs include site work and vertical construction of the hotel, with an estimated budget of $87,550,000 in non-residential and $570,664,000 in residential hard costs. Overhead costs include the costs of day-to-day business operations. Architectural, Engineering, and Soft Costs include all consultants and fees for professional
services. Financing costs represent the interest and fees associated with the loans required for the project.

Financial Projections & Assumptions
The project is expected to generate a total of $1,260,008,250 in gross residential sales, $1,183,147,747 after closing costs and commissions. The total development cost is $983,150,000 inclusive of financing costs. The net profit is projected to be about $300 million. The Developer estimates that the 35 units will sell at an average of $5,012 per square foot. As of June 2024, 18 units have been sold. Each unit has an average sales price of $32 million and requires a 40% upfront deposit.

The following tables outline financial projects and assumptions for the project. The tables include the price of each unit as well as project cash flow.

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The Project (JCE)

The Yellowstone Club project is a high-end and unique project that includes the development and operation of a luxury community resort. The resort will be built on a 2,900 acre property located in Big Sky, Montana.

The Location

The project is located in Big Sky, Madison County, Montana. Big Sky is located approximately midway between West Yellowstone and Bozeman; 15 miles from the northwestern border of Yellowstone National Park. Yellowstone Club sits in the valley beneath the Lone Peak mountain and connects to the Big Sky. The club is surrounded by multiple luxury ski resorts, including the One&Only at Moonlight Basin and the Montage at Spanish Peaks. The location offers world-class skiing trails, hiking paths, camping sites, hunting, fishing, and access to the Gallatin National Forest. Elk, deer, black bears, grizzly bears, birds, wolves, and waterfowl call the area home. Big Sky has a small town with a movie theatre, performing arts center, music festivals, historical museums, farmers markets, ice hockey, and more.

Project Details
Big Springs Village Phase II, referred to as “the project”, will be a full-suite community resort located within the Yellowstone Club in Big Sky, Montana. Established in 1999, Yellowstone Club is a master-planned community with a private golf course and ski resort located on approximately 15,200 acres of pristine mountain wilderness. Yellowstone Club members enjoy a vast array of summer and winter activities - including exclusive access to a 2,900 acre private ski resort with 100+ trails and to the 5,800 acre Big Sky Resort. Together, these two resorts create the largest continuous skiable terrain in the United States.

In addition to the unique ski experience, Yellowstone Club offers an 18-hole championship golf course designed by professional golfer, Tom Weiskopf. Members can enjoy some of the world’s best hiking trails, famous fly-fishing rivers, hunting, snowmobiling, ice skating, and more. With such close proximity to Yellowstone National Park, Members can easily access one of the most beautiful corners of the United States.

Yellowstone Club is only accessible to members. To become a member, individuals must purchase property (more than $15 million), pay an initiation fee of $500,000, and an annual membership fee of $120,000. With such high barriers to entry, the residences at Yellowstone Club are owned by some of the wealthiest individuals and celebrities in the world, including Bill Gates and Mark Zuckerberg. The remote location and member-only access attracts VIPs as they can enjoy the amenities and nature of Big Sky in private. YC Club Memberships are limited to a total of 914, there are currently 867 members. The residences are not for sale to the general public and are listed as invite-only, with prices starting at $15 million. Previous members have resold property at prices over $5000 per sqft.

This project will be a full-suite community resort located within the Yellowstone Club with 35 residential units in addition to on-site amenities:

Timeline
This project will complete Phase II of the construction of Yellowstone Club. Construction for Phase II began in Q3 2023 and is expected to finish in Q3 2026. EB-5 United provides detailed video construction updates on their YouTube channel.

Targeted Employment Area
Under the EB-5 immigrant investor program, a foreign national can become eligible to obtain United States permanent resident status by investing either $1,050,000 or $800,000 in a new commercial enterprise in the United States. To participate in the immigrant investor program through investing the lower US $800,000 amount, the alien must invest their capital funds into a geographic area that qualifies as a TEA.

The project is located in a rural area and therefore qualifies for the lower investment amount of $800,000. Due to its rural status, investors in the project also qualify for priority processing and will experience processing times significantly faster than investors in non-rural projects.

Job Creation
EB-5 investors are required to create at least 10 full-time jobs for US workers as part of the requirements of the EB-5 program. The project aims to subscribe 500 EB-5 investors. In order to provide the required job count to every EB-5 investor, the project needs to create 5000 jobs. In its business evaluation of the project, Baker Tilly estimated a total of 8610.9 jobs will be created by the project. The project will far exceed the minimum job count creation with an additional 3610.0 jobs created, or 17.22 per investor. To calculate the predicted number of jobs, Baker Tilly used the RIMS II Final Demand Multiplier, which estimates regional input-output multipliers for any state, county, or combination of states or counties. The multipliers estimate the impact from changes in final demand on one or more regional industries in terms of output, employment, and labor earnings, according to the US Bureau of Economic Analysis. Bakery Tilly used Madison, Beaverhead, Gallatin, and Jefferson Counties in Montana for the job creation analysis.

As of June 2024, 2,149 permanent jobs have already been created. Specifically under NAICS Code 2361, Residential Building Construction and NAICS Code 5413, Architectural, Engineering, and Related Services, according to a report by Baker Tilly based off documentation from the project. All required jobs are expected to be created by the end of the conditional residency period for all EB-5 Investors.

Market Opportunity
The area has multiple ski resorts of varying sizes: Big Sky Resort, Moonlight Basin (now owned by Big Sky), the Spanish Peaks Mountain Club (now owned by Big Sky), and the Lone Mountain Ranch. Amid relatively low housing stock and low interest rates, homeownership has largely increased in the United States. In 2022, the Big Sky real estate market, along with real estate markets nationwide, saw a slowdown in the Q3 2022. However, due to the exclusivity of the project and the high-net worth individuals it attracts, the project is largely removed from general trends and is considered “recession safe.” As one of the most exclusive clubs in the world, there is strong demand to visit Yellowstone Club and Big Sky.

The Project will operate under the following NAICS* industry clusters:
1. Residential Building Construction (NAICS Code 2361): Comprises general contractor establishments responsible for the entire construction of new homes and condominiums.
2. Lessors of Real Estate (NAICS Code 5311): Comprises establishments engaged in acting as lessors of buildings used as residences, such as single-family homes and condominiums.

The Apartment and Condominium industry is predicted to expand slightly, reaching $75.5 billion in 2027. As the US domestic economy improves after the COVID-19 pandemic, demand for property construction will likely rise, particularly in the condominium segment. Demand for rental property will grow outside of urban areas, particularly in rural areas. In turn, demand for industry services will increase. The industry will likely continue to benefit from investments in higher-value community developments and luxury apartments for sale or rent targeted at young professional, retirees, or the ultra-wealthy.

The number of Apartment and Condominium industry employees is forecast to increase at an annualized rate of 2.0% to 78,606 workers over the five years to 2027, as operators strive to meet increasing demand for industry services. Wages are anticipated to rise similarly during the five-year period, as a shortage of skilled labor will force industry operators to offer more attractive wages,
especially as the job market continues to improve.

On a more local level, the Big Sky real estate market saw a slowdown in the 3rd quarter of 2022 due to rising interest rates, inflation, and political situations. Although the greater real estate market in the area is behind previous numbers on transactions, the total sales volume is higher than it was in 2019 and years prior. Moreover, prices have steadily risen since 2018 - increasing by 35% since 2021 and 142% since 2018.

Although it is important to note, this project is tailored to an ultra-wealthy population whose behavior may not reflect the general real estate market trends in the United States. Owners of residential units in the project will have access to a private community and ski resort in Big Sky, Montana, allowing them to escape the public eye and live relatively “off the grid” whilst on the grounds of the property. This unique selling point, combined with the luxury and exclusivity offered, positions the project favorably within the niche market of affluent buyers. With its strategic location and premium amenities, the project is poised to attract high-net-worth individuals seeking both privacy and luxury. This ensures that the project remains resilient against broader market fluctuations, securing a steady demand from a clientele with substantial financial resources.

Although there are other ski resorts in Big Sky catering to an ultra-wealthy clientele, the Yellowstone Club is the only one that offers a completely private experience. While other resorts may compete for affluent visitors, the Yellowstone Club's membership-only model ensures a distinct and secure environment, attracting those seeking a more secluded and elite lifestyle. This differentiation effectively shields the project from the typical market saturation issues faced by more accessible luxury resorts.

Legal Overview
The project has met all the legal requirements of an EB-5 offering, ensuring compliance with the relevant statutes and regulations. Notably, the project’s I-956F, Application for Approval of an Investment in a Commercial Enterprise, was approved by USCIS in April 2024. This crucial approval confirms that the project satisfies the stringent criteria set forth by the USCIS to qualify as an EB-5 offering. Furthermore, the project aligns with the requirements of the Reform and Integrity Act (RIA) of 2022, which mandates enhanced transparency and integrity measures for EB-5 projects. In addition to regulatory compliance, the project is on track to meet the job creation requirements stipulated by the EB-5 program, demonstrating a robust plan to generate the necessary employment opportunities for U.S. workers. This adherence to legal and job creation standards underscores the project's viability and commitment to fulfilling the objectives of the EB-5 program.

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Management

The General Partner: EB-5 United
EB5 United is a global financial services firm providing both EB-5 and private equity investment opportunities. EB-5 United has raised almost $1 billion in EB-5 capital since its inception in 2011, resulting in over 2000 green cards granted to foreign investors and their families. EB-5 United has an approval rate for EB-5 Investors of about 99.80%. EB5 United has a strong history with 12 successful projects, primarily residential and hotel properties located in the US. Two of EB-5 United’s past projects were luxury ski resorts also located in Big Sky, Montana (the One&Only Moonlight Basin and the Montage Hotel & Residences). Each EB-5 United project has been completed and repaid investors 100% of capital with on time payments. EB5 United is managed and 100% owned by B. Scott Fuller and Bradford Stedem.

EB5 United faced a default on a previous project, yet took unprecedented action to protect investors assets and save the project. The Moncayo Project encompassed the construction and operations of a luxury resort in Puerto Rico. In its initial phases, EB5 United raised $119.5MM of EB-5 capital in a 1st Deed of Trust. Progress was underway until September 20th, 2017, when Hurricane Maria struck Puerto Rico with devastating force, causing widespread destruction and halting progress for five months due to a complete power outage at the site. Moreover, the exodus of a significant portion of the island's population to the United States left development projects grappling with labor shortages for months. Despite these setbacks, the developer persevered and reclaimed the site after 11 months of intensive cleanup and re-initiating construction. Progress surged until the onset of the COVID-19 pandemic, which shuttered the developer’s properties in New York and Los Angeles and led to cash flow challenges, ultimately resulting in a default on the EB-5 loan in February 2021.

EB5 United quickly intervened to protect its investors, leveraging its position as a 1st Position Lender with collateral to foreclose on the asset. This involved EB5 United’s CEO Scott Fuller, and President Brad Stedem, personally moving their families to Puerto Rico full time to oversee the restructuring and development process. In a monumental move in Q4 2022, EB5 United acquired the project through a Purchase and Sale Agreement, ensuring the retention of 100% of the EB-5 investor funds, an unprecedented achievement in the history of EB-5 loan defaults. Investors also received a remarkable 4x return increase on their investment interest from the default date to the repayment date. Furthermore, EB5 United was able to negotiate on behalf of our EB-5 investors additional collateral to secure their investment. Every single investor has received I-526 Approval for a Green Card and multiple investors have received I-829 Approval. EB-5 United anticipates a full repayment of the $119.5MM EB-5 loan on or before 2027. This case example proves the level of commitment to EB-5 investors. For more information on EB5 United, click here.

The Regional Center: Northern Rockies Regional Center, LLC
Owned and operated by EB5 United, the Northern Rockies Regional Center received its designation from USCIS on April 11, 2011. The Regional Center is a Montana limited liability company established to participate in the United States EB-5 immigrant investor program. The Regional Center will directly facilitate investment into Montana through EB5 United Big Sky III, LLC. The Regional Center’s geographic region includes the entire state of Montana. The principals of the Regional Center are Edward J. Wetherbee and Arnold E. Sherman.

NCE Manager: EB5U YC, LLC
EB5U YC is a Delaware limited liability company organized on September 21, 2022, with its principal place of business located at 5920 NE Ray Circle, Suite 180, Hillsboro, OR 97124. The Manager is solely owned and managed in turn by the principals of EB-5 United, LLC.

The Developer: CrossHarbor Capital Partners & Yellowstone Development, LLC

With over 30 years in business, CrossHarbor Capital Partners is a long-standing, privately-owned investment and asset management firm focused exclusively on commercial real estate located within the United States. With a track record of over $30 billion and $9.6 billion currently in assets under management, CrossHarbor is one of the most prominent investment firms in the United States.

Yellowstone Developer, LLC was formed in 2014 to undertake all CrossHarbor-led real estate development projects within the Yellowstone Club property. CrossHarbor is uniquely equipped as the firm owns numerous mountain resorts in Big Sky, Montana. Yellowstone Developer’s annual
construction volume generally ranges from $200-350 million per year. Projects include high-end residential, commercial, and light and heavy civil projects. In addition, the developer builds ski lifts, trails and ski access amenities. Since its formation, the developer has overseen approximately $2.4 billion of project costs.

CrossHarbor has been actively investing in Big Sky, Montana since 2005, when it initially acquired several single-family home sites in the Yellowstone Club. Four years later, CrossHarbor acquired substantially all of the Yellowstone Club assets and has overseen the development and sale of $4.3 billion in gross developer sales to-date. CrossHarbor partnered with EB5 United for its two previous projects in Big Sky, Montana - the One&Only Moonlight Basin and the Montage Hotel & Residences. The management team of CrossHarbor Capital Partners involved with the project includes Samuel Byrne, Matthew Kidd, Justin Bain, Calvert Thomas and James Candido.

Architect: Hart Howerton
Hart Howerton is a team of planners, architects, landscape architects and interior designers headquartered in New York and San Francisco with a network of domestic and international offices. The practice designs complete environments: exceptional buildings, communities, and places in special situations, where a unique historic or natural environment requires an especially thoughtful and innovative solution. More information is available at https://www.harthowerton.com

Structural Engineer: DCI Engineering
DCI offers comprehensive structural and civil engineering services, including heavy industrial, right-of- way and bridge services, to support the vision of their clients and help transform the built environment. More information is available at https://www.dci-engineers.com.

Construction Manager: PCL Construction Services, Inc.
PCL ranks among the largest general contractors in the United States. From small renovations to complex billion-dollar projects; from sports arenas to water treatment plants and petrochemical facilities, PCL has successfully completed a vast array of diverse projects. PCL has more than 30 offices across more than 32 cities. The PCL family of companies is a group of independent construction companies in Canada, the United States, Australia and the Caribbean that carry out diverse operations in the buildings, civil, industrial and special project sectors. More information is available at https://www.pcl.com/us/en.

Economic Impact Consultant: Baker Tilly US, LLP
Baker Tilly’s EB-5 team provides consulting services—specializing in economic studies, business plans, regional center operational plans, and TEA analysis. Baker Tilly has successfully prepared over 1,200 economic studies to evaluate and summarize the job-creation and economic impact attributed to regional center and individual EB-5 projects. Baker Tilly’s methodologies and economic research are well-vetted and considered to be in accordance with the best practices and standards of professional economists nationwide.

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Strengths

Strong Developer Track Record
This project is the fourth EB-5 raise between EB-5 United and CrossHarbor Capital Partners:
1st EB-5 raise: $24.5 million for the Yellowstone Club Phase I, repaid in full.
2nd EB-5 raise: $55.3 million for the Montage Hotel & Residences, repaid in full.
3rd EB-5 raise: $173.6 million for the Only&Only Moonlight Basin, under construction.

Almost half of the residential units are already pre-sold. The developer’s equity contribution makes up 59.32% of the project cost.

Strong Regional Center Track Record
EB5 United has a great reputation in the EB-5 industry due to its history of successful projects. Uniquely, EB5 United has completed three projects very similar to the Yellowstone Club Phase II in the same area, with the same developer. EB5 United has proven its ability to follow through on projects with completed construction and on-time payments. EB5 United previously faced challenges, such as Hurricane Maria in 2017, that caused their project’s partner to default on the loan. However, EB5 United’s management team took unprecedented steps to rescue the project and the investor’s capital without having to re-apply.

High Equity and Pre-Sale Deposits

The developer’s significant equity investment demonstrates confidence in the project’s success, aligning their interests with those of the investors. Additionally, the large amount of pre-deposits from future buyers further strengthens the project's financial foundation, reducing risk and ensuring ample liquidity to support the development and completion of the project.

Rural Project with Priority Processing & Set-Aside Visas
This project qualifies as a rural project under the 2022 RIA. Rural projects offer two primary benefits to investors:

1) Investors are eligible for priority processing, which may reduce I-526E processing timesfrom multiple years to a year or less.

2) 20% of the annual 10,000 EB-5 visas are reserved for Investors in rural projects.Investors in rural projects may by-pass visa retrogression

and receive an immediatelyavailable visa, even if they are from a backlogged country.

As of June 2024, six investors have already received I-526E approval. Their petitions were approved within 6-8 months.

High Demand and Recession Resistant Project

The Yellowstone Club is an ultra-luxury private ski and golf community attracting some of the wealthiest individuals on the planet to purchase property and membership. Almost half of the units are pre-sold, despite being in early construction stages.

Job Creation

The project is expected to significantly exceed the job creation requirements of the EB-5 program. While each EB-5 investor must create at least 10 full-time jobs for U.S. workers, Baker Tilly’s business evaluation estimates that the project will generate 8,610.9 jobs—far surpassing the required 5,000 jobs for 500 investors. This equates to approximately 17.22 jobs per investor, providing a substantial cushion above the program’s minimum requirements and ensuring greater security for each investor’s immigration application.

I-526 Denial Guarantees

The project includes an I-526 Denial Guarantee, which provides added security for EB-5 investors. In the event that an investor's I-526 petition is denied (for reasons other than fraud, misrepresentation, failure to cooperate, or abandonment), and the denial is upheld after appeal, the company will actively seek to find a substitute investor. If a replacement is not secured, the company commits to refunding the investor’s capital contribution within 180 days, offering a safeguard against the risk of petition denial and ensuring investor protection.

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Risks

The purchase of units in an EB-5 investment involves a high degree of risk and is suitable only for persons of substantial means who can bear the risk of loss of their entire investment and who have no need for liquidity in their investment. All prospective investors should carefully consider the following risks and consult their own legal, tax, and financial advisors prior to the purchase of units.

Little Geographic Diversification of Investment
The Company will invest its capital in the project located in one area - Yellowstone Club in Big Sky, Montana, thus providing little geographic diversification for the project.

Success is Dependent upon the Successful Implementation of the Business Plan
The success of the company will largely depend upon the Borrower’s success in implementing the Business Plan for the benefit of the Borrower. Because many of the factors necessary for success are beyond the control of the Borrower, there can be no assurance that the Borrower will be able to successfully implement the Project Business Plan or carry out the Project Business Plan as circumstances require. Through its equity investment in the Project, however, the Borrower is incentivized to effectively carry out the Project Business Plan. The project is subject to insurance risks and distributions are not guaranteed.

While, as with any investment, no assurances can be given that the Project will operate profitably, the Borrower’s affiliates’ strong operational track record in the area, coupled with the Project being an expansion of the existing and already successful developments in the Yellowstone Club Project, serve to mitigate this risk.

The Investment is Illiquid
There is no established market for the Project. There are a limited number of investors and strict restrictions on the transferability of Units. No complete assurance can be given that the Loan will be repaid or when it will be repaid.

Regulatory Risks
Potential changes in the EB-5 program regulations can directly impact investor opportunities and project feasibility. Legislative amendments or shifts in policy by the United States Citizenship and Immigration Services (USCIS) could alter investment requirements, processing times, or the criteria for job creation and project eligibility. Any regulatory changes that slow down the visa approval process may delay investors' ability to obtain green cards. The EB-5 program is currently authorized until September 2027. Changes to American political leadership may also alter the current and/or future state of the program.

Market Risk
Success of the project will, in part, depend on the local, national and global economies. An uncertain economic outlook may adversely affect consumer spending on residential housing, as consumers spend less in anticipation of a potential further economic downturn. Considering the current economic climate, several market risks need to be carefully evaluated, such as interest rate volatility, which can impact affordability, and inflationary pressures that may drive up construction costs. Additionally, changes in employment rates, regulatory policies, and global economic or political factors could further influence project demand and profitability.

Limited Transferability of Units
The units are not readily transferable and no transfer of Units may be made by Investors. Once you subscribe to the project, you may not transfer your units to another individual. The Units are being sold in reliance on exemptions from the registration requirements of the Securities Act provided by Regulation S and/or Section 4(a)(2) of the Securities Act or Regulation D, and may not be transferred or resold except as permitted under such laws.

Operational Risks
Delays in the construction timeline can lead to increased costs and missed deadlines, potentially jeopardizing project viability. The performance of contractors is also pivotal; inadequate workmanship, resource mismanagement, or financial instability among contractors can severely disrupt progress. Moreover, unforeseen environmental issues, such as adverse weather conditions, can cause significant setbacks and necessitate costly remediation efforts. Further, the project has no operating history and therefore its operations are subject to all of the risks inherent in a new business enterprise. The Borrower’s affiliates’ strong operational track record in the area, coupled with the
Project being an expansion of the existing and already successful developments in the Yellowstone Club Project, serve as a mitigant to this risk.

Possible Cost Overruns
Cost overruns may be encountered as a result of numerous factors. The increase in the domestic inflation rate, and the resulting increase in the federal interest rate, will increase construction and operating costs. Furthermore, other unforeseen issues may be encountered that otherwise require an increase in the development budget that have not otherwise been reserved for in the contingency fund. The timeline for completion of this project is uncertain, any delays could result in a cost overrun.

Limited Rights to Participate in Management
EB-5 investors will not make decisions with regard to the management and operations of the project. EB-5 Investors will have no role in the management or operations of the project

Exit Strategy Risks
If the project fails to sell units as anticipated, it can lead to delays in generating the necessary revenue to repay investors. This shortfall can result from market fluctuations, increased competition, or misalignment with consumer demand. This shortfall can result from market fluctuations, increased competition, or misalignment with consumer demand. Such scenarios could lead to extended holding periods for your investment or reduced returns. EB-5 United has a strong track record regarding exit strategy risk for Investor.

Conflict of Interest
The NCE Manager, the Regional Center, and the General Partner are all affiliated companies, sharing common ownership or management. This interconnected relationship can lead to potential biases and lack of impartiality in decision-making processes. Moreover, these entities worked with the developer on previous EB-5 projects, which could influence their current project decisions. Such affiliations could compromise the transparency and objectivity required to protect investors' interests, potentially leading to decisions that favor the affiliated companies and developer rather than ensuring the project's integrity and compliance with EB-5 regulations. The Borrower, the Borrower’s Parent Company, the Regional Center and their affiliates may acquire, operate and/or sponsor other real estate projects for their own respective accounts, even if it is directly competitive with the Project.

Lawful Source & Path of Funds
EB-5 Investors are required to provide documentary evidence showing the legal source of their funds and its pathway to the EB-5 investment. An investor may be unable to provide sufficient evidence for their funds and may not receive I-526 approval for this reason.

No Assurance of Visa
There is no guarantee that an EB-5 investor will receive I-526E petition approval. The EB-5 Program has many requirements that must be met to the satisfaction of USCIS. The failure to meet even one of these requirements to the satisfaction of USCIS may result in the denial or revocation of an I-526E Petition.

USCIS regulations governing lawful permanent residence for investors do not state specifically all the criteria that USCIS must apply to determine eligibility for the removal of conditions to lawful permanent resident status. Even after I-526E Petition approval, there can be no assurance that the Investor, his or her spouse or any of their minor, unmarried children will be granted lawful permanent residence. The grant of such immigration status is dependent, among other things, upon the personal and financial history of each applicant. Any one of the several government agencies may determine in its discretion, sometimes without the possibility of appeal, that an applicant for lawful permanent residence is excludable from the United States.

Investor Suitability

As a potential EB-5 Investor, understanding the risks and benefits of the EB-5 program is essential to determine if it is a suitable investment for you and your family. The EB-5 program is most suitable for investors who are seeking permanent residency in the United States. An investment in an EB-5 project is long-term, illiquid, high-risk, and has a low rate of return. The primary benefit of an EB-5 investment is permanent residency in the United States. The following list will detail these points:

Foreign Nationals Seeking Permanent Residency in the United States
The primary benefit of the EB-5 program is permanent residency in the United States. This project and investment is most suitable for foreign nationals seeking a path to permanent residency and citizenship for themselves, their spouse, and any family members under the age of 21. Investors who wish to permanently relocate to the United States with the freedom to live, work, and study without restrictions are well suited to this investment.

Long-Term Commitment and Illiquidity
This investment is particularly suitable for investors who do not require immediate liquidity. The nature of EB-5 investments necessitates a long-term commitment, often spanning several years from the initial application to the final approval of permanent residency. Investors should be prepared for their capital to remain tied up in the project throughout the conditional residency period and beyond. This investment is non-transferable and highly illiquid, meaning you cannot sell the investment or transfer it to another investor.

This characteristic aligns well with the investment goals of individuals who can afford to allocate a portion of their portfolio to a non-liquid asset, focusing on the long-term benefits of U.S. residency rather than short-term financial returns. The potential for eventual returns on investment, coupled with the immigration benefits, makes this an ideal opportunity for those with the financial flexibility to sustain a longer investment horizon. If you are concerned about whether or not an EB-5 investment is appropriate for your specific financial situation, please speak to one of our registered broker-dealers to help evaluate your suitability for the EB-5 program.

Visa Retrogression
As a rural project, Investors in this project qualify for priority processing and set-aside visas. Investors from countries in visa retrogression, most commonly mainland China and India, can avoid the long processing times and visa availability issues by investing in a rural project. This specific type of project can save you and your family years of waiting for I-526 approval.

Reduced Investment Threshold
Investing in a rural EB-5 project offers the benefit of a reduced investment threshold compared to urban projects. The minimum required investment for rural projects is $800,000, compared to $1,050,000 for non-rural projects. This lower threshold reduces the financial burden on the investor, while still providing the same potential benefits in terms of residency and return on investment.

Risk Tolerance
The EB-5 program requires that the invested capital be at risk to qualify, meaning there is no certainty of financial returns or even the return of the principal investment. This investment is suitable for investors who possess a high tolerance for risk, as there are no guarantees associated with EB-5 investments. Additionally, the success of the immigration process hinges on the project's ability to meet job creation requirements and other regulatory criteria. Investors must be comfortable with these uncertainties and should be prepared for the potential of financial loss. Those who can accept and manage these risks, while focusing on the long-term goal of obtaining U.S. permanent residency, will find this investment opportunity aligns well with their risk profile and strategic objectives.

Low Rate of Return
This project offers investors a rate of return at 0.25%. This is a fairly low rate of return in comparison to other investment types. However, it is important to consider that the primary benefit of the EB-5 program is not the return on investment, but the opportunity to gain US permanent residency. The value of this opportunity extends far beyond financial gains, as it opens doors to a host of benefits, including access to educational, professional, and lifestyle opportunities in the United States. This investment opportunity is particularly suitable for investors who prioritize the attainment of U.S. permanent residency over seeking a high rate of return on their investment.

Source of Funds
Ensuring that your EB-5 investment is well-documented and originates from a legal source of funds is imperative for compliance with program requirements and immigration laws. Detailed documentation demonstrating the lawful accumulation and pathway of funds provides transparency and strengthens the investor's application, mitigating the risk of delays or denials. Investors unable to demonstrate the legality of their investment funds are not suitable candidates for the EB-5 program. Investors must work with an experienced EB-5 Immigration Attorney to ensure that their source and path of funds is well-documented and legal.

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Investor Information

Investor Management Participation
As a limited partner in this EB-5 project, investors will not have any management responsibilities. The experienced management team will handle all operational and administrative tasks, ensuring the smooth execution and oversight of the investment. This structure allows investors to focus on the benefits of their EB-5 journey, such as obtaining U.S. permanent residency, without the burden of day-to-day involvement in the project's management. This arrangement ensures that investors can have confidence in knowing that their investment is being professionally managed by a dedicated team.

Investor Distributions
The targeted return rate for investors in this project is 0.25%. All distributions of interest are contingent upon the Company receiving interest payments from the Borrower. Cash distributions to an Investing Member (including cash distributions in redemption of all or part of an Investing Member’s Units) generally won't be taxable if these distributions don't exceed the Investing Member's adjusted tax basis in their Units. Instead, these distributions will lower the adjusted tax basis of the Units, but not below zero. If the distributions exceed the Investing Member's adjusted tax basis, the excess amount will be taxable as if it were a gain from selling the Units.

Investor Communications
Investors will receive regular updates on construction progress, financial reports, job creation status, and any material changes directly from the EB-5 United Team. Additionally, investors are welcome to reach out to their Immigration Attorney at any time with questions about their investment status and immigration application.

In Event of I-526 Denial
The project includes an I-526 denial guaranty. If an investor's I-526 petition is denied for reasons other than fraud, misrepresentation, failure to cooperate, abandonment of the petition, or failure to file on time, and the denial is upheld after appeal, the company will attempt to find a substitute investing member. If this is not successful, the company will refund the investor's capital contribution within 180 days. The Borrower has agreed to maintain liquid assets equal to at least $10,000,000 at all times in order to support the ability to satisfy the denial guaranty.

Voting Rights
Investing Members will have limited voting rights. With a majority vote, Investing Members may advisenthe Manager in connection with the business operations of the Company.

Rights as an Investor
Each Investing Member is required to contribute their Capital Contribution to the Company's capital as stated in their Subscription Agreement. In exchange, they will receive the corresponding Membership Interest. Investing Members acknowledge that the Company needs their Capital Contributions to start operations, even before their I-526E Petitions are approved by USCIS. Therefore, their funds will be transferred from the Escrow Account to the Company's separate account upon filing the I-526E Petition, becoming available for use in the Project immediately. Investing Members are not personally responsible for the Company's debts or losses. They are not involved in managing or controlling the business and have no authority to act on behalf of the Company. Membership Interests in the Company are considered personal property. Investing Members or their successors, representatives, or assigns have no claim on specific Company assets.

Investing Members cannot sell or transfer their Interest unless due to death, and even then, only after fulfilling the Sustainment Period requirements. The Manager is responsible for maintaining accurate accounting records according to accepted principles. Investing Members or their authorized representatives can review these records at their own expense during normal business hours with reasonable notice.

Withdrawal
An Investing Member may not withdraw from the Company unless the Manager consents to such withdrawal. If an Investing Member withdraws their I-526E Petition before it's reviewed by USCIS, they can request the Company to return their investment. The Manager will then decide if the Company will return the investment before its termination, based on their sole discretion.

Tax Implications
Investors should consult with a personal tax advisor regarding the potential state and local tax consequences of an investment in the Company. There are restrictions on transferring, assigning, or disposing of the Units. Generally, a U.S. Investor will recognize capital gain or loss when they sell, redeem, exchange, or otherwise dispose of their interest in the Company, except for amounts related to interest (which will be recognized as ordinary interest income) if the U.S. Investor has not previously included the accrued interest income. The ability to deduct capital losses may be limited, and these limitations will vary depending on each taxpayer's situation. Therefore, each Investing Member should consult their own tax advisors regarding these limitations.

Subscription Procedures
To subscribe to this project, investors must complete a wire transfer of $880,000. Detailed subscription instructions will be provided to potential investors upon agreement to proceed with the project when working with our broker-dealer, EB-5 Choice. An Investing Member irrevocably subscribes for and agrees to purchase a Unit and fund the subscription amount upon execution of the subscription agreement. The Manager reserves the right to reject a subscription. If the Subscription is accepted, the Company will notify the accepted Investing Member of the scheduled date of funding. If the Subscription is rejected in full, all funds received from the Investing Member will be returned
without interest. More details are in the Subscription Agreement.

Administrative Fee
Investing Members must pay an administrative fee in the amount of $80,000 in addition to the capital contribution of $800,000. This fee covers administrative services provided by third parties to the Company. Each Investing Member will also pay a monthly fee of $145 ($1,740 per year) to cover depository services, the investor portal, tax and audit filing fees, and regional center annual registration fees. The amount shall be automatically deducted from each Investing Member’s share of the interest distributions. No portion of an Investing Member’s Capital Contribution will be used for such service fees.

Investor Exit Strategy
The main exit strategy for the company is to repay the loan through its operations or by refinancing or selling the project, either fully or partially. The funds from this repayment will be distributed to the investing members. More details about this process can be found in the Operating Agreement and other sections of this Offering Memorandum.

DISCLAIMER

July 2024

EB-5 Choice has undertaken an independent due diligence evaluation of the Yellowstone Club project, designed for foreign investors who intend to participate in the EB-5 Immigrant Investor Program.

The objective of this report is to accomplish the following:

1. Ensure compliance with the EB-5 Reform and Integrity Act of 2022.

2. Conduct an impartial and autonomous review of the offering documents.

3. Provide a concise summary of the significant provisions.

4. Employ appropriate procedures to verify the accuracy and reasonableness of the information provided by the offering party.

It should be noted that the review's scope may be limited to the documents supplied by the offering party if third-party information is unavailable. This report is not intended as a recommendation to invest or abstain from investing in the specific offering. Rather, its purpose is to consolidate the investment proposal, facilitate comprehension of the offering, and aid the reader in identifying its strengths and weaknesses through the procedures we have executed.

Any decision to invest should be made subsequent to a thorough review of all documents and consultations with appropriate professionals to determine suitability and risk tolerance. Furthermore, please be aware that the due diligence report reflects our viewpoint and does not incorporate potential developments or changes occurring after the report's listed date.

The “EB-5 immigrant visa” preference category is intended to encourage the flow of capital into the United States economy and to promote employment of workers in the United States. To accomplish these goals and so that foreign investors may obtain immigration benefits for having made an investment, the EB-5 Program mandates that:

(i) foreign investors must make a minimum capital contribution of $1,050,000; In certain rural areas or areas of high unemployment (“Targeted Employment Area” or “TEA”), the investment may be as low as $800,000.

(ii) that such minimum capital be deployed exclusively in job creating activities; and (iii) 10 full-time jobs be created on account of each investor.

LEGAL NOTICE

Please be advised that this due diligence report is provided solely for informational purposes and should not be construed as an offer to sell or a solicitation to purchase any securities mentioned herein. Any offers can only be made in compliance with relevant laws and regulations, and qualified investors must receive official offering and subscription documentation.

The report contains summaries of specific terms found in relevant documents and agreements. If any of the terms, conditions, or provisions in the actual documents and agreements conflict with or contradict the descriptions or terms provided in this report, the terms of the actual documents and agreements shall take precedence. In the event that a translated version of this report is created for convenience or any other purpose, the provisions of the original English version shall take precedence. If there are any discrepancies between a translated version and the English version, the original English version shall take precedence.

In the event of any discrepancies between the information presented in this report and the Company's Memorandum, the provisions of the Memorandum shall govern. None of the information or analyses presented herein are intended to serve as the sole basis for making any investment decision, and no specific recommendations are being made. Certain information included in this report may have been obtained or derived from sources prepared by third parties, and while we believe such information to be reliable for the purposes of this report, we assume no responsibility for its accuracy.

EB-5 Choice expressly disclaims all liability for any direct or consequential loss or damage of any kind arising directly or indirectly from: 1) reliance on any information found in this report, 2) any errors, omissions, or inaccuracies in such information, or 3) any actions taken as a result thereof.

Before making any major investment decisions, know your rights as an investor.

See the following websites for more information:

Financial Industry Regulation Authority Website - FINRA
Securities Investor Protection Corporation Website - SIPC
United States Citizenship and Immigration Services - USCIS