EB5 PPM Due Diligence List

EB5 Private Offering - Due Diligence List
Project Name:
Referred by:*

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A preliminary list of documents to be reviewed in connection with the proposed offering by the new commercial enterprise (the "NCE") to foriegn investors is set forth below. In connection with this offering, we will also conduct due diligence on the Regional Center (the "Manager/Regional Center") and the Developer Job Creating Enterprise ("JCE"). This Request relates to the Fund and the Developer only.

The purpose of this list is to most efficiently determine those documents that may be part of a particular importance for preparation of a final private placement memorandum. Our goal is to quickly determine the key issues that will need to be considered in connection with the proposed transaction and to determine if additional documentation and due diligence are necessary.

Please review this list and prepare a response to each of the listed items. This list is intended to serve as a guide to producing existing materials and is not a request to generate documentation that does not exist presently.

If any of the requested documents or items do not exist or is not applicable to each of the NCE, or JCE please so indicate in accordance with the instructions provided below. If any of the requested documents do not yet exist, but are in the process, please so indicate and provide an estimated completion date. With respect to those items that are applicable to each of the NCE and JCE, please provide a written list or summary of the documents or arrangements, together with copies of the underlying documents. Unless otherwise indicated, information should be provided with respect to each of the NCE, and JCE's business operations since their inception. Upon review of your responses, we may have additional questions and request supplemental information.

Please be reminded that the NCE will carefully review the private placement memorandum to ensure that it is materially accurate before it is finalized, which is the responsibility of the NCE as the issuer. The civil liability provisions of the federal securities laws were intended to create an incentive for full disclosure and to compensate purchasers who were either denied the opportunity to review accurate offering documents or who were provided with materially misleading investment information.
INSTRUCTIONS
1. If a question is not applicable, please write N/A next to it. The aim is to either have N/A or the date a document was or is to be provided written against each question.

2. Send only execution and final copies of the requested documents, preferably via PDF.

3. When all of the requested documents have been provided (and any requested documents that are not currently in existence have been identified per the above instructions), please sign the attached certifications.

4. Direct all due diligence correspondence to williamghicks@gmail.com, if mailing documents, send to:

William G Hicks PA

Attorney at Law

4700 Milenia BLVD, Suite 175

Orlando, FL 32839
Document List/Questions
1. Charter - The Articles of Organization, as amended to date, of the company (the "Company") and of each domestic or foreign entity in which the Company owns an equity interest of 10% or more (the Company and such corporations are collectively referred to as the "Companies").*

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2. Organizational Chart - chart or list showing the Companies, their subsidiaries, and affiliated companies*

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3. Operating Agreement - the Operating Agreement, as amended to date, of the Companies*

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4. Form of Securities - Specimen of all securities of each of the Companies presently outstanding (including options, warrants, and other rights) and, the number of units outstanding.*

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5. Member List - The member list of each of the Companies, indicating the class and number of units held by each member (Including options, warrants, and other rights) and, regarding the Company, the State of Jurisdiction of residence of the members.*

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6. Qualification - A list indicating, as to each of the Companies, each State or Jurisdiction in which each is qualified to do business, conducts business, or owns, leases, or licenses real property.*

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7. Member Reports - Each report to the members and other communication from any of the Companies to its members during the last five years.*

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8. Marketing and Advertising - Copies of all sales literature, product brochures, manuals, and advertising, including information available on the Companies' websites and a description of the international marketing plan.*

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9. Insurance - Schedule of Insurance for the Companies*

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10. SEC Correspondence - All correspondence between the Securities and Exchange Commission and any state securities commissioner and any of the Companies during the last five years.*

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11. Governmental Correspondence - Each letter between any of the Companies and a Federal, State, or Local Governmental Authority during the last five years.*

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12. Press Releases - Press releases promulgated by any of the Companies in the last five years.*

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13. Minutes - Minutes of all meetings of members, managers, directors, and committees of directors of each of the Companies.*

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14. List of Management - A list showing each manager, director, and officer of each of the Companies as of a recent date.*

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15. Financial Reports - All reports or memoranda relating to broad aspects of the financial condition, results of Operations, business, properties, assets, liabilities, or future prospects of any of the Companies made within the last five years. All written financial plans, budgets, projections, market studies, feasibility studies, and similar materials prepared by or for any of the Companies during the last five years. All management financial reports submitted to the directors or a committee of directors of any of the Companies during the last five years.*

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16. Acquisition Agreements - Each document evidencing the terms and conditions of any merger, acquisition, reorganization, or other major event of the Company.*

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17. Other Agreements - Each Agreement, instrument, or document evidencing or otherwise containing the terms and conditions of any material right or obligation of any of the Companies, including any of the following to which any of the Companies is a party: (a) Monetary Documents (check appropriate boxes)*

(i) Bank Credit, factoring, and loan agreements indentures, promissory notes, guarantees and undertakings, and other documents representing indebtedness for money borrowed.(ii) All letters of consent or waivers from any lending institution obtained in the last five years in connection with any bank credit, factoring, or loan agreement, indenture, promissory note, or other document representing indebtedness for money borrowed, whether or not the debt is presently outstanding.(iii) Letters of credit(iv) Unconditional Guarantees or Payment and Performance(v) Subordination Agreements(vi)Security Agreements(vii) Cross Collateralization and Cross Default Agreement(viii) UCC-1 Pre Filing Authorization(ix) UCC-1 Financing Statements
17. Other Agreements (b) Conduct of business documents (check appropriate boxes)*

(i) Customer and other sales contracts(ii) Printed price lists(iii) Forms on which quotations for products are made(iv) Distribution Agreements(v) Sales representative, agent, and dealer agreements(vi) Salesmen commission agreements for employees of any of the Companies(vii) Forms of express product or service warranties(viii)Supplier and other purchase contracts(ix) Warranty agreements(x) Brokerage agreements(xi) Independent contractor agreements(xii) Security arrangements in connection with defense business(xiii) Agreements for the processing or finishing of goods(xiv) Advertising, construction, warehousing, engineering, designing, styling, and major utility contracts
17. Other Agreements (c) Employee and employee benefit documents (check appropriate boxes)*

(i) Employment, management, advisory, or consulting contracts(ii) Each form of employee invention and patent assignment(iii) Union contracts and collective bargaining agreements(iv) Unit option and unit purchase plans and agreements(v) Pension and retirement plans and agreements(vi) Profit Sharing plans and agreements(vii) Group Insurance Plans(viii) Executive incentive compensation plan and agreements(ix) Welfare plans(x) Termination agreements(xi) Deferred compensation agreements(xii)Bonus plans and agreeements(xiii) Death benefit plans and agreements(xiv) Restricted unit agreements(xv) Actuarial reports and other documents from actuaries relating to any of the above plans or agreements rendered in the last five years(xvi) Internal Revenue Service determination letters with respect to each pension and retirement plan
17. Other Agreements (d) Documents relating to intangibles (check appropriate boxes)*

(i) Trademark registrations and licenses(ii) Patents and patent licenses(iii) Copyright registrations, assignments, and licenses(iv) Know-how and technical assistance licenses(v) Security agreements, with employees and with other companies, with respect to proprietary information(vi) Other types of licenses
17. Other Agreements (e) Other Documents (check appropriate boxes)*

(i) Deeds(ii) All documents purporting to create liens, mortgages, security interests, pledges, charges, or other encumbrances on real or personal property (with particular emphasis on the effect of after acquired property clauses)(iii) Franchises(iv) Government Contracts, permits and franchises(v) Partnership agreements and joint venture agreements(vi) Fiduciary and agency agreements(vii) Agreements with finders and brokers (e.g. Foreign Placement Consultant Agreements)(viii) Members' agreements and voting trust agreements(ix) Noncompetition agreements in which any of the Companies agrees not to compete against others or in which third parties agree not to compete with any of the Companies.(x) Documents relating to customer or user organizations or trade associations(xi) Contracts between any of the Companies and either its directors, officers, employees, or members, any of their respective relatives or affiliates, or any other corporation or enterprise in which any such director, officer, employee, member, relative or affiliate then had or now has a five percent or greater equity or voting or other substantial interest.(xii) Rights of way(xiii) Agreements restricting the ability of any of the Companies to engage in or expand any present or prospective lines of business
17. Other Agreements (f) Defaults - a list describing any agreement, instrument, or document binding on any of the Companies under which a default has occurred or is claimed to have occurred, setting for the nature of the default, the name of the party in default, the monetary amount claimed, and the current value*

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18. Oral Contracts - A description of all oral contracts, agreements, and commitments in which any of the Companies has a material right or obligation.*

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19. Patent Litigation - A description (together with any pleadings) in each pending or threatened patent or trademark infringement action and each interference or opposition proceeding to which any of the Companies is or may be a party, and a copy of each notice of patent or trademark infringement sent to or received by any of the Companies*

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20. Prior Litigation - A description (together with any judgement, decree, or order of a court or regulatory body and any settlement of any kind) of all prior litigation or investigations by which any of the Companies or any of their respective operations or assets continue to or may be affected.*

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21. Pending Litigation and Claims - A description (together with any pleadings) of all other pending or threatened litigation or arbitration to which any of the Companies is or may be a party or by which they or their respective businesses, properties, or assets are or may be bound.*

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22. Letters to Accountants - Letters from attorneys for any of the Companies sent to the Companie' independent certified public accountants in the last five years*

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23. Representation Letters - Representation letters from any of the Companies submitted to the Companies's independent certified public accountants in the last five years*

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24. Letters from Accountants - Letters from any of the Companies' independent certified public accountants to the directors or to the management of any of the Companies in the last five years. From the auditor's work papers, the "Memorandum to the Attention of the Partner" (or comparable memorandum) from the partner's subordinates relating to the audit of any of the Companies is the last five years.*

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25. EPA - Files relating to matters before the Environmental Protection Agency or comparable state or local agencies to which any of the Companies is or may be party or by which they or their respective operations or assets are or may be bound.*

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26. OSHA - Files relating to matters regarding the Occupational Safety and Health Act or comparable state or local agencies to which any of the Companies is or may be a party or by which they or their respective businesses, properties, or assets are or may be bound.*

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27. Private Placements - All private placement memoranda, subscription agreements, and other documents related to a private placement by any of the Companies*

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28. Regulatory Matters - List of all business specific federal, state, local regulators that regulate the Companies and description of any current regulatory issues.*

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29. Real Estate (Check Appropriate boxes)*

(a) Deeds of Trust, Assignment of rents, and UCC-1 Fixture Filing Modifications and assignments(b) Deed of Trust assignments(c) Title Endorsements(d) Accord certificates(e) Title Reports(f) Title exceptions(g) ALTA surveys(h) Tenant leases(i) Business leases(j) Building and Safety - licenses, Certificates of Occupancy, etc.(k) Building Plans(l) Project contracts(m) insurance policies(n) Condition and value reports(o) Property warranties(p) Real estate tax bills, assessor confirmation letter, and maps(q) Rent rolls(r) Environmental reports(s) Dry well registrations(t) Deeds of Release/reconveyance(u) Zoning - zoning verification letters, zoning map, zoning files, etc.(v) Flood Zone Maps(w) Utility availability - document availability of water, sewer, electricity, CATV, gas and telephone
30. Other information - Provide any other agreement, arrangement, or document, which would be material to the Companies or the offering*

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END OF REQUEST LIST; SIGNATURE PAGES (2) BELOW:
CERTIFICATION

The undersigned, (the "Client") hereby certifies that the documents and information provided as a response to the Due Diligence Request List constitute all of the documents and information that are responsive to the requests stated hereinof which Client is aware or should be aware after reasonable diligence. Client further acknowledges and agrees that: (a) William G Hicks, PA ("Counsel") is under no obligation to conduct an independent investigation regarding its requests, and has not done so; (b) Counsel will assist in the preparation of all documents related to the above described transaction, including but not limited to the private placement memorandum, in reliance upon the documents and information provided by the Client; (c) if the Client discovers additional documents and information that are responsive to the above requests, Client shall provide such documents and information to Counsel immediately; and (d) the Client hereby waives and forever releases Counsel, its successors, assigns and RAM Global Enterprises LLC and its assigns, from any and all liability arising from any opinions, statements, or representations made or given by Counsel, whether to Client or to any other person whatsoever, in reliance upon the documents and information provided by Client.
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CERTIFICATION

The undersigned, on behalf of Developer (the "JCE") hereby certifies that the documents and information provided as a response to this Due Diligence Request List constitute all of the documents and information that are responsive to the requests stated herein of which JCE is aware of should be aware after reasonable diligence. JCE further acknowledges and agrees that: (a) William G Hicks PA ("Counsel") is under no obligation to conduct an independent investigation regarding its requests, and has not done so; (b) Counsel will assist in the preparation of all documents related to the above-described transaction, including but not limited to the private placement memorandum, in reliance upon the documents and information provided by the JCE; (c) if the JCE discovers additional documents and information that are responsive to the above requests, JCE shall provide such documents and information to Counsel immediately; and (d) the JCE hereby waives and forever releases Counsel, its successors and assigns, and RAM Global Enterprises LLC and its assigns, from any and all liability arising from any opinions, statements or representations made or given by Counsel, whether to JCE or to any other person whatsoever, in reliance upon the documents and information provided by JCE.
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EB5 Private Offering - Due Diligence List

INSTRUCTIONS

Document List/Questions

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