Investor Suitability Standards

Investment in the offerings of Prime Regional Center, involves a high degree of risk and is suitable only for those investors who have substantial financial resources in relation to their investment and who understand the particular risk factors of this investment. In addition, investment in the units is suitable only for an investor who does not need liquidity in his investment and is willing to accept restrictions on the transfer of the units.

Investor Suitability

Subject to the right of the Company to sell Units to Accredited Investors (“Qualified Investor’s”), Units will be sold only to those investors who submit an Offeree Questionnaire in the form attached hereto as Exhibit B establishing to the satisfaction of the Company that:

1. The investor is a “Qualified Purchaser” as defined as a natural person who, either individually or jointly with his or her spouse, has a minimum net worth of $500,000, or a minimum net worth of $250,000, and, during the last taxable year had, and during the current year expects to have, a minimum gross income of $100,000 (net worth shall be determined exclusive of home, home furnishings and automobiles).

2. The investor has such knowledge and experience in financial and business matters that he is able to evaluate the merits and risks of an investment in the Units.

3. The investor has the financial ability to bear the economic risk of an investment in the Units, adequate means of providing for his current needs and personal contingencies and no need for liquidity in an investment in the Units.

4. The investor is acquiring the Units for his own account for investment and not with a view to resale or distribution.

5. The investor is an “Accredited Investor” as defined in Regulation D, that is:

Any natural person whose individual net worth or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000;

Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level inside current year;

Each investor will also be required to represent that: (a) he or she knows that neither the Units have not been registered under the Securities Act, and he or she has no right to require such registration; (b) he or she understands that his or her Units will be restricted as set forth in the Memorandum, which includes restrictions against transfer unless the transfer is not in violation of the Securities Act and applicable state securities laws (including investment suitability standards); (c) payment for the Units will cause no undue hardship without undue difficulty; and (d) the subscriber’s commitment to other investment programs, combined with the subscription for Units, is reasonable in relationship to net worth.

Please study the terms of the Subscription Agreement, this Memorandum and all related documents carefully before you decide to subscribe for Units. The Company will review all subscription documents and will not accept subscriptions from any person who does not represent that he complies with the applicable standards specified above.

Other Requirements

No Subscription will be accepted from any investor unless he/she is purchasing the Units for his/her own account (or accounts as to which he/she has sole investment discretion), for investment and without any view to sale, distribution or disposition thereof. Each prospective investor will be required to furnish such information as the Company may require, to determine whether any person or entity Subscribing is an Accredited Investor, or selected non Accredited Investor.

USCIS may further reject any investor application for United States conditional permanent residency for many reasons. The Company will return invested funds to any EB-5 investor if the I-526 petition is denied by the USCIS. The management of Prime Regional Center will so inform each EB-5 investor when the use of such funds for construction and development has taken place. The administrative fee, once the investor has received his/her conditional green card will not be refunded.

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