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Confidential Comprehensive Expansion Plan

Communities

Rebuild America. In 911 Days.

Plan prepared by Tollefsen LLC. Copyright © 2011 Tollefsen LLC. All Rights Reserved.

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Communities |

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Contacts

Communities Contact Chuck Tollefsen

President

Direct

918 527 3676

Authored by Tollefsen Associates Pamela Rosenbaum Thomas

Community DIrector

David Oberle

Director of Project Coordination

Chris Shondelmeyer

Director of Sustainability + Research

Legal Counsel General Counsel

Steve Metcalf, Partner, Metcalf McCann

Government Counsel

Cheryl Denney, Partner, McAfee & Taft

Advisors Bernard Carballo

Majority Stockholder, Seagate Technologies

Terry Horton

Owner, Horton Homes Nationwide

Eric Mullendore

Ranching and Agriculture

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Notice of Confidentiality

Communities Condential Notice of Condentiality

Inquiries

The information contained in this plan is highly condential. No portions may be reproduced, copied, distributed, or otherwise disclosed without the express written consent of Tollefsen and Chuck Tollefsen its President. The disclosure of this information is intended only for the person who has executed a condentially agreement with Tollefsen, LLC. or a Government Entity that keeps Condentiality. This notice constitutes a condential relationship between you, the reader and Tollefsen LLC. This plan its entirety must be surrendered to Tollefsen LLC upon request. The name Tollefsen and its marks and logo(s), some of which are seen in this Plan, are the sole property of Tollefsen. Creative content in this plan is the sole property of Tollefsen LLC. They may not be used without express written consent. Portions of this Plan and the Plan in its entirety may only be used in connection with Tollefsen LLC. Tollefsen LLC is a Oklahoma Limited Liability Company.

Mr. Chuck Tollefsen, Tollefsen, LLC 636 East 6th Street Tulsa, Oklahoma 74120 United States of America Tel 918 743 3676 eMail: Chuck.Tollefsen@cTollefsen.com Web: www.cTollefsen.com

Preparation Competent nancial and industry experts should be consulted. Tollefsen makes no legal representations whatsoever, and further recommends that anyone viewing this study consult competent legal counsel. Tollefsen urges you to ask questions regarding any of the information contained herein.

Not an Offering This is not an offering to sell securities. Such an offer can only be made by a private offering memorandum.

Copyright Copyright © 2011 Tollefsen, LLC. All rights reserved.

Delivery This plan was delivered via the cTollefsen website at www.cTollefsen.com or hand delivered in printed form.

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Communities Condentiality |

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Table of Contents Contacts

1

Notice of Condentiality

2

The Ranch House

19

Contents

3

Wild Cabins

19

Precis

4

Prairie Cabins

20

Economic Impact

5

Plains Teepees

20

Project Description

6

Territory Tents

20

Community Working Together

7

Empire Tents

21

Unique Project Attributes

8

Ranch estates

21

9

The Manor

21

Residential

10

The Bungalows

22

Heart Lofts

10

GrandLiving

22

Heart Homes

10

Resort & Living Amenities

22

Retail

11

Parking

11

24 Hour Market

11

Tower Live

12

Central Planning Direction

26

Passion Places

12

Local Community Participation

26

Concierge Care

13

Excellence and Accountability

27

Tower Care Medical

13

Community Leaders

27

14

Construction

28

Hospitality

15

Accounting Financial & Audit

29

Lofts

15

Operations & Management

29

Metropolitan Apartments

15

Marketing & Sales

30

Townhomes

16

Development Team

31

Senior Living

16

Retail

16

Concierge Care

17

Village Care Medical

17

Element 1 -Tollefsen Tower

Element 2 -Village

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Element 3 - Resort

18

Element 4 -Esprit Village

23

Aspects

24

Business Operations

25

Research Feasibility Method

40

Business Feasibility

41

Project Specic

42

Litigation

43

Contacts

44

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Precis

Summary Tollefsen Communities is starting a Nationwide development program in major cities that brings jobs, economic increase and affordable housing.

Project Description Each City will have 4 main elements: 1. Town (Urban), 2. Village (Suburban), 3. Country (Resort Community) and 4. NAAxE (Esprit Village). Together they provide exchanges that support each others facilities.

Business Operations Tollefsen, LLC, Tulsa, is developing the project. Local services will be used whenever possible. Independent audits will be used. All contractors will be bonded. All structures are to be LEED Certiď€ ed.

Research Demand is predictable for large scale destination communities. Extensive research is performed for every City to insure the correct capital requirements.

Financial The Community projected results are on the following page. Investment is between $4B and $7B dependent on region and need.

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Precis

Social & Economic Impact Summary

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Project Description

Our Community! Town

NAAxE Esprit Village

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Village

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Project Description How the Community Works Together There are 4 distinct communities per City, Town, Village, Country & NAAxE. Town, the Urban Center in Downtown, Village, the Suburban Center in the growth area, Country, a resort style community at the edge of the growth areas and NAAxE, an Esprit Village similar to an Olympic Village and Arts Center. Together, for example, the families living in Town can enjoy the resort weekend creating a Town and Country situation. The Villagers can come into Town and enjoy a night in a loft and Tollefsen Live for nightly entertainment. The

Town

NAAxE Esprit Village

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citizens of Country Living can come in and enjoy the shopping of the Village. And all families can enjoy NAAxE along with local citizens and teams from out of the area. From a pure economics point of view, you have approximately 12,000 residents and ofce workers using the restaurants, water park and hotels. NAAxE alone will see approximately 35,000 people per weekend. The social impact is signicant. Please see the Social Impact and Financial Section of this Plan for details. Welcome to your Tollefsen Community.

Village

Country Communities Project Description

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Project Description

Unique Project Attributes 1.

Innovation.

2.

All structures are LEED Certied.

3.

4 Major Elements that work cohesively together, supporting each other to insure social and nancial success.

4.

World Class Design and Quality.

5.

Each City has a unique design to reect the culture and people.

6.

Homes are affordable.

7.

Ofce Space is Class A and affordable.

8.

Opportunities for all Cultures to thrive.

9.

Focus on middle to lower income earners.

10. Medical care for residents. 11. Insurance for residents. 12. ConciergeCare technology for security and service . 13. Nearly Zero energy requirements. 14. Net Zero carbon footprint. 15. Family and Children are the focus. 16. Access across all professions and income levels. 17. Covenant restrictions for stability. 18. Neighbors that know each other. 19. Based in research. 20. Revitalizes Cities across the US.

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Element 1 | Town | Tollefsen Tower

The Tollefsen Tower will be the most outstanding symbol of each community. The tower contains the components of a boutique hotel, ofce space and affordable inner city living. The Tollefsen Tower offers to the city a sustainable, fully integrated neighborhood with a full array of entertainment, business, transportation, and housing choices all within easy accessibility and affordably priced. The Tollefsen towers are designed with an 18,000 sq. ft. oor plate that maintains intimacy in spite of height. Each Tollefsen Tower exclusively characterizes and architecturally portrays the heart and soul of the city in which it is built.

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Project Description

Selected Project Attributes • Tower living, hospitality, ofce spaces, and an amenities mix, all based upon substantial demographic research. • Towers are located in the downtown metropolitan area, typically within the inter-dispersal loop and a catalyst to the revival of economic and social growth of a city. • All towers support integrated living patterned after the successful developments. • Towers will include a 5 star hotel similar to a Ritz Carlton/Four Seasons at an affordable rate. • Shops, restaurants, living, workspace, pools, grocery store, clinic, and activities, will be contained within the Tower and connected with other existing activity centers via a transportation system. • All structures are “World-class” in quality and image, priced at below market rates and built for durability using innovative incentives. • The tower will be accessible to varying family incomes by using differing housing alternatives and price points. • The Tower will be the safest place to live, shop and visit due to ConciergeCare - a technology integration developed by Tollefsen. • All LEED Certied Green and reaching for Carbon Neutral using various energy efcient technologies (ex: wind, solar and geothermal). • Onsite 24hr clinic and pharmacy.

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Element 1 | Town | Tollefsen Tower | Aspects

Project Description

The Tower will be a mixed use development with varying aspects, but all commonly themed. This element will consist of Residential, Retail, Ofce, Medical, Entertainment, Energy, Green Space and Transportation components. Each division is critical to the success of the Tower, as well as the Community Development Project as a whole, with each supporting the other.

Residential Residential shall be divided among HeartLofts (Rental Lofts) and HeartHomes (Residence Lofts). All residential layouts can be congured to conform to the housing demand by using a base oor-plate size that can be manipulated to t a variety of sizes. This exibility allows the Tower to adjust to the needs of families and individual cities.

HeartLofts HeartLofts will be available for lease and will range in size from 600 to 1500 sq. ft. (600, 900, 1200 and 1500 sq.ft oor plates or gross oor size) in one to three bedrooms options. Rent shall be affordable at a low monthly rate, below market value (an early estimate of between $500 and $1400). The rental loft pricing will be based on a formula of cost per square foot and designed to accommodate a varying range of sizes and oor-plates which will be determined as more research is completed. Each loft will be designed and built to LEED standards in order to make the most of energy efciency and savings.

HeartHomes HeartHomes will be sold as Residence Lofts and will range in size from 900 to 1800 feet (900, 1200, 1500, and 1800 sq. ft. oor plan) in one to three bedroom options all with movable walls to accommodate each individual ‘s living preference. The homes will be sold as part of a cooperative and will be designed to allow for each unit to have expansion/contraction oor plates available. Sales of the lofts will dictate the quantity and sizes needed. The Lofts shall have numerous amenities, such as a community center, tness center, lush garden levels, and secured parking, as well as access to the HeartLofts amenities. All HeartHomes will come with iPhones linked to ConciergeCare, offering a full range of services and membership to the HOA. Each HeartHome will come with a designated parking space with additional spaces for sale as well as secured storage.

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Project Description Retail The Tower will have a base of 130,000 total square feet, with limitless congurations based on expandable 1800 sq. ft. oor plates. Businesses will be able to purchase or rent their respective spaces. The Retail Center will be focused on bringing multiple destination style shops to a single location as well as residential support businesses. Destination shops are those “Unique Boutiques” which customers will seek out regardless of their location. Residential support will be critical to the Tower with over an estimated 5,000 people living and working within the community.

Parking A common concern for mixed-use developments, especially for retailers, is the simple task of parking competition among consumers, residents, and employees in an urban location. To correct this, the entire development will sit atop a large underground parking structure that connects all aspects of the Tower. Retail owners, employees, and residents will be required to park in the underground lot. All street parking will be reserved exclusively for retail customers. Customers will be able to use the underground space as well during in-climate weather. All deliveries and other services will take place underground as well to prevent trucks from blocking the area streets and access. Though most parking will be restricted to underground structures, additional parking may be placed in vertical structures which will be designed for maximum use of natural light.

24 Market An important part of the success of the Tower neighborhood is the local market. The market will be available to residents 24/7, hence the name. The store will sell all the necessities, but have a niche with local organic fruits, vegetables and orals as well as specialty foods and top quality meats. 24 Market will be linked to the ConciergeCare Service allowing for email orders for pick-up and delivery to all customers within the Tower. Though the market will be operated on a contractual basis, 24 Market will be owned and subsidized by the HOA, as it is a vital component to a vivacious neighborhood. Part of the 24 Market will be the pharmacy offering medicines around the clock to support the Tower medical clinic.

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Project Description TowerLive TowerLive is the energy that drives the entertainment district of the neighborhood. TowerLive serves two purposes, depending on the time of day. First, TowerLive serves as a unique venue for nightly entertainment that could host bands, small plays, national speakers, comedy acts, etc. It is an area that will be surrounded by restaurants and nightclubs. The latest in technological advances will be used to stimulate the senses for an unforgettable experience. Secondly, TowerLive is a community center featuring a wide array of possibilities for public and private use. From morning radio shows broadcasting locally to daily live telecasts, TowerLive will always be the front runner for local information regarding the city and the Tollefsen communities. As an inexpensive venue available to the community, TowerLive can be used to host gatherings, fund-raisers, company luncheons, wedding receptions, trade-shows, and conferences in a unique surrounding which can be considered an outside venue. At approximately 45,000 sq.ft under roof in public space, it is designed to offer divisions within the area to host multiple small events

PassionPlaces PassionPlace is the business heart of the Tower. With approximately a third of the Tower being dedicated to PassionPlaces, the Tower will have an established penchant for business. Each PassionPlace will be offered to companies seeking to purchase their own space and to investors wishing to lease to the businesses of the local community. Ranging in size from 5,000 to 40,000 SF., they are designed to accommodate the community’s small business demands.

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ConciergeCare

Project Description

ConciergeCare is a service and convenience package exclusive to Tollefsen communities, connecting people 24 hours a day, through a smart phone. Through ConciergeCare, all residents, business owners, and visitors are just a nger tap away from services anywhere within the Tower. From setting up reservations to scheduling meetings and appointments to shopping, Tower guests will have access to the amenities literally right at their ngertips. Residents will obtain full service which will provide them 24/7 access to personal assistant for all their needs and delivery service for groceries, medicine, dry cleaning, shopping, etc. The service can also provide reservations, car/airport shuttle service, tickets, shopping, and security. Assistance and maintenance services are also available with the touch of a button, 24/7. Business Owners will be in constant connection with their consumers through ConciergeCare. Reservations, appointments, and shop orders are all completed with a touch of the button. All businesses can enroll their employees in the Tower Medical Program, TowerCare, which conservatively estimates cutting medical absence times in half. Nightly Deposits can be escorted by armed security to the onsite bank. From setting up doctor appointments with the onsite medical clinic to providing access to security personal, ConciergeCare provides instant access, ultimate convenience, and critical safety.

TowerCare Medical The Tower will offer unparalleled medical service and house a state-of the art clinic with a new mindset of operation through GraaceClinic. Eighty-ve percent of all medical cases are routine family practice visits that include viruses, rashes, sprains, abrasions, prescription renewals, etc. GraaceClinic will cover all of these issues. For serious illnesses that cannot be treated by the clinic, patients would need to rely on a catastrophic policy that can be purchased through the Tower’s Health Plan or an independent provider. Through HOA fees, residents are automatically members of the clinics healthcare provisions and receive preferential appointment times. Business employees and renters may still join the medical clinic by a low monthly fee and a small per visit charge (much like a co-pay). Open 24/7, GraaceClinic will allow employees within the service industry access without missing work. Hotel guests, as part of their room charge, will have the same access as a resident.

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Mixed-Use | Element 2 | Village | Aspects

The Suburban Inll Element is a mixed use, upscale real estate development that is unique and novel, yet grounded in successful existing developments and based upon comprehensive research. The elements are mixed use commercial and residential, multiple styles of living, as well as varied shopping and dining experiences. The overall integration of shopping, living, working and playing are the key factors that the Suburban Element provides. Convenience, attractive surroundings, and safety are all factors that inuence people in their decisions about living and shopping destinations. The Suburban Element will provide all of these to attract permanent residents as well as workers and shoppers from all over the greater metro area. With a family friendly resort themed hotel and a business friendly boutique hotel, coupled with a resort style golf course, this project will also offer tourists an exciting and fun destination that is not offered anywhere in this area. The design is similar to the Shoppes at the Legacy in North Dallas that has been highly successful and is continuing to expand to meet increasing demand. It has been proven; when consumers’ interests are satised, they will continue to return and support a quality development.

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Project Description

Selected Project Attributes • This project employs timeless style and is based on solid research with practical cost projections to arrive at the nal project development. • The project will be located in the more afuent portion of the city’s population. • This Element will attract upscale clientele. The planned rates are to the upper end of the scale, yet moderate considering the services. • Suburban Village providing local and national shopping venues to all age groups • Family/Business boutique hotel/resort • Waterpark Hotel for families, vacations, as well as business • Urban lofts provide trendy living for the 25-35 year old crowd • Metropolitan Apartments for the 28-45 year old range • The 30-60 year old crowd will live in luxury at the Mayfair Town homes. • The Sr. Citizen will enjoy living in the midst of the community at Santiva.

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Hospitality

Project Description

The hospitality portion plays a fundamental role in the development of this Element. It includes multiple hotels in order to meet the demand of both business and destination travelers. A boutique hotel with suites from 1 to 3 bedrooms will provide the necessary rooming capacity needed. For the family traveler, the resort styled hotel with provide location specic themed amenities. All hotel guests will have transportation and access to the other Elements provided through our overall community development project.

Residential Residential consumers shall have their choice of four distinct living styles outlined below.

Lofts Lofts will be available for lease and will range in size from 600 to 1500 sq. ft. (600, 900, 1200 and 1500 sq. ft oor plates or gross oor size) in one to three bedroom options. Rent shall be affordable at a low monthly rate, below market value (an early estimate of between $500 and $1400). The rental loft pricing will be based on a formula of cost per square foot and designed to accommodate a varying range of sizes and oor-plates that will be determined as more research is completed. Each loft will be designed and built to LEED standards in order to make the most of energy efciency and savings.

Metropolitan Apartments Upscale apartment living, the Metropolitan Apartments are planned for all sizes of family. Located in the center of this Element, the apartments will be within walking distance to all amenities. All residents will have access to ConciergeCare while living in this resort atmosphere. Each apartment will be designed and built to LEED standards in order to make the most of energy efciencies and savings.

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Townhomes

Project Description

Townhomes will range in size from 1200 to 3600 feet ( 1200, 1800, 2400, 3000 and 3600 sq. ft. oor plans) in one to four bedroom options. They will be sold as part of a cooperative and will be designed to allow for each unit to have expansion/contraction oor plates. Sales of the Townhomes will determine the quantity and sizes needed. The Townhomes shall have numerous amenities, such as a community center, tness facility, lush-park garden levels, garaged parking all clustered around centrally located parks. Townhouse owners will have access to the resort amenities. All Townhomes will have a SmartPhone linked to ConciergeCare, offering a full range of services and membership to the HOA. Each Townhome will come with a designated garage, with additional spaces for sale as well as secured storage. Each Townhome will be designed and built to LEED standards in order to make the most of energy efciency and savings.

Sr Living Relax. Retirement on your terms. Life at your doorstep. ConciergeCare used for safety and communication with your friends and loved ones. Wake up in the middle of the lush and peaceful resort environment. 200 Residences spanning 10 acres. All integrated into the Community, all safe, all fun.

Retail The retail space will have limitless congurations based on expandable 1800 sq. ft. oor plates. Businesses will be able to purchase or rent their respective spaces. The Retail Village will be focused on bringing multiple destination style shops to a single location as well as residential support businesses and amenities. Destination shops are those “Unique Boutiques” which customers will seek out regardless of their location. Residential support will provide a substantial increase to sales with over an estimated 5,000 people living and working within the community.

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Project Description

ConciergeCare ConciergeCare is a service and convenience package exclusive to Tollefsen communities, connecting people 24 hours a day, through a smart phone with service. Through ConciergeCare, all residents, business owners, and visitors are just a nger tap away from services anywhere within the Tower. From setting up reservations to scheduling meetings and appointments to shopping, Tower guests will have access to the amenities literally right at their ngertips. Residents will obtain full service which will provide them 24/7 access to personal assistant for all their needs and delivery service for groceries, medicine, dry cleaning, shopping, etc. The service can also provide reservations, car/airport shuttle service, tickets, shopping, and security. Security and maintenance services are also available with the touch of a button, 24/7. Business Owners will be in constant connection with their consumers through ConciergeCare. Reservations, appointments, and shop orders are all completed with a touch of the button. All businesses can enroll their employees in the Tower Medical Program, TowerCare, which conservatively estimates cutting medical absence times in half. Nightly Deposits can be escorted by armed security to the onsite bank. From setting up doctor appointments with the onsite medical clinic to providing access to security personal, ConciergeCare provides instant access, ultimate convenience, and critical safety.

VillageCare Medical The Village will offer unparalleled medical service and house a state-of the art clinic with a new mindset of operation through GraaceClinic. Eighty-ve percent of all medical cases are routine family practice visits that include viruses, rashes, sprains, abrasions, prescription renewals, etc. GraaceClinic will cover all of these issues. For serious illnesses that cannot be treated by the clinic, patients would need to rely on a catastrophic policy that can be purchased through the Tower’s Health Plan or an independent provider. Through HOA fees, residents are automatically members of the clinics healthcare provisions and receive preferential appointment times. Business employees and renters may still join the medical clinic by a low monthly fee and a small per visit charge (much like a co-pay). Open 24/7, GraaceClinic will allow employees within the service industry access without missing work. Hotel guests, as part of their room charge, will have the same access as a resident.

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Resort | Element 3 | Country

The Country Community's unique offering is two distinct environments one: a 5 star resort and two: a living community. Typically it will be located near the peripheral edge of a community and will enfold approximately 500 acres. The Heart and Soul of the Country Community will hold to the history and values of the state in which it is located

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Project Description

Selected Project Attributes • A 5 star resort, 18 hole golf facility, and 4 distinct living choices for the residential aspect. • A Resort and Senior Living based upon community demand. • Located within a 20 mile radius of 1,000,000 plus people. • Senior living complex set in a resort community and on a golf course to enhance senior activity. • The resort and living community all have the same theme, are integrated, and residents enjoy resort amenities not available in most developments. • Creative design with “World-class” quality and image, priced at below market rates. • Enables a variety of residents and guests with varying interests to visit and live within the Country through different housing alternatives and price points. • ConciergeCare - a technology integration developed by Tollefsen; enables this community to be one of the safest places to live. • All LEED Certied Green and reaching for Carbon Neutral using varies energy efcient technologies (ex: wind, solar and geothermal). • The resort will benet from predominantly regional guests, but further benet will be realized by the residents who live within the city’s MSA.

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Project Description Resort | Element 3 | Country Aspects The Country Element will be a resort and residential development with unique, diverse aspects, but all commonly themed. From resort amenities such as swimming pools, shopping, and restaurants to regionally themed amenities, the Destination Element will be comprehensive as a destination location. All design and building aspects will be energy efcient using the latest, proven methods available. Each division is critical to the success of the Country, as well as the community Development Project as a whole, all components supporting the other.

Resort Elements The Ranch House The Ranch House is the Center of the resort fashioned in part like a historical place familiar to residents that highlight their unique culture. Simple yet elegant lines, differing rooftop heights and shapes dene the exterior. The interior is bright, soothing, comfortable and sophisticated. The Ranch House will contain a ballroom, Council Conference Center and a restaurant, spacious suites throughout, with warm and inviting spaces that all have spectacular views. For groups, the suites may adjoin.

The Wild Cabins The Wild Cabins are remote, yet secure, cozy, yet spacious and warm in heart throughout. The Wild Cabin sites will be individually selected and tted into the resort for maximum privacy. They will be intimate yet family friendly, and reminiscent of the location’s early history. Smallest of the cabins in size, they are perfect for couples and small families.

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Project Description

The Prairie Cabins Larger than the Wild Cabins and closer to the civilization and amenities of the Ranch House, families and small groups will nd this location to be perfect. The exterior is hand made using logs or reclaimed lumber that supports a grand porch. The interior design is a mix of local history with French and English inuences; all wrapped in modern conveniences. Luxurious, oversized chairs, warm hand woven rugs and distinctive art from around the world predominate in the Prairie Cabins. Prairie bathrooms are lavish, lled with abundant French terry towels, upscale amenities and design.

The Plains TeePees The Plains TeePees are primitive on the exterior, luxurious on the interior. Year round heating and cooling built into the teepee walls and platforms enable this to be a comfortable destination using the feeling of the old with the comforts of the new. Guests enjoy the cocoon teepee feel with the sophisticated marble and glass bathroom. The plains teepees contain all the amenities of associated with a 5 star hotel, presented in a unique form.

Territory Tents The territory tents are dedicated to those few who dared to explore. The tents are fashioned after Cavalry style tents with one and two bedrooms. These tents are larger than the plains teepees, but still contain the same comforts.

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Project Description

British Empire Tent The British Empire Tent presents on a grander scale, patterned after the British and their ability to travel, live, and ght in style. High Tea everyday no matter the circumstances, luxury appointments, and of course famous campaign desks to pen the latest activity of the day to faithfully post back to their Queen. This tent celebrates the opulent British style and is grand in stature. The interior is luxuriously appointed with dark woods, woolen rugs, custom campaign furniture, beds, and baths that let you know your staying in the nest resort in the world.

Living Community Ranch Estates The 10-20 estates are the ultimate in luxury living and exible lifestyle. Optional living with full-time, part time, or time share, while the maintenance is ours. These luxury estates will include roughly an acre of land, provide the utmost privacy and security, and have access to the full array of resort amenities.

The Manor The Manor provides a home amidst a world-class resort, golf course, organic farms and every amenity and activity that is available for lush living. Safety and security is provided through ConciergeCare in addition to lawn and landscaping. As a resident of The Manor, one is an original founding member of the city and the owner of a world renown address. Part country, part city, all heart… just like their residents.

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Project Description The Bungalows The Bungalows are designed to the same level of detail as The Manors. The Bungalows are perfectly sized oor plans combined with a world-class resort and community. These homes are beautiful, well built, and affordable; all at below market prices. For those rst time homebuyers, down-sizers, or those who are simply looking for an exciting place to live. The Bungalows are rst choice. Like all properties within this community, all maintenance is provided.

GrandLiving Live out a grand life, in a grand place to live. Here, one doesn’t really grow older; they simply change lifestyles through this new season of life. Seniors living at GrandLiving are provided with a residence of dignity and place of honor. Residents are able to choose between living in a cottage or an attached residence. Medical care is available on site, resort services at one’s ngertips, and a style that is uniquely individual. GrandLiving provides residents with a community of similarly seasoned friends that enjoy community activities, social hours, and carefree dining along the way of one’s busy life.

Resort and Living Amenities Residents will enjoy a variety of “staple” activities that are generally expected from a resort and living community, such as golf, tennis, spa, and resort sundry store. In addition to expected activities, unique activities will be available such as horseback riding, polo, hunting and shing. The amenities conguration will be specic to the demographics of the end user and based on a thorough analysis of the market.

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Project Description

Element 4 | NAAxE Esprit Village

NAAxE - derived from the Native American word “Na-asi” meaning to “soar in spirit”. NAAxE’s symbol is the “Shield” which is a symbol of both strength and spirit. For Naaxe Tulsa, this symbol represents the strength of Indian Territory, to settle in the land run, to overcome the dust bowls, to rise above the oil bust, and the strength to grow into a State. NAAxE allows your spirit to soar, by inspiring education, strength, tness, camaraderie, honor and wellness through a variety of sports and art choices.

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Element 4 | NAAxE | Aspects NAAxE is about our community, and developing families to their full potential. Many families in our community are unable to develop into strong members of our community. Families are deterred as a result of the following: • Child abuse • Family violence • Drug abuse • Juvenile delinquency • Financial problems • Lack of parenting skills and support Our mission is simple: Provide a complete Activities Village that assists in helping to ameliorate community problems while strengthening families and skills. To do this we, we propose the following: • Provide a complete sports and arts community that has an encouraging and peaceful atmosphere with a fun soul • Be welcoming to people of all ages, incomes and skill levels • Provide a beautiful place to enjoy • Is safe • World-class in form and function Through this complex NAAxE hopes to instill the virtues of hard work, honor and self-discipline, with education in nutrition, proper diet and exercise. In addition, there will be a concerted effort to break the cycle of violence and abuse within our community using sports and arts as a tool. NAAxE will use stimulus programs and other government incentives as well as corporate sponsorships, and nonprots to lower the cost of programming and operating NAAxE. These savings are passed along to the consumer making NAAxE affordable to all. The goal being $1 admissions.

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Business Operations Business Operations This section describes how the Business will work. Vitals

Central Planning Direction

Local Community Participation

Excellence and Accountability

Community Leaders

Construction

Accounting Financial & Audit

Operations & Management

Marketing & Sales

Development Team

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Business Operations Business Operations Direction Formaation is the developer and provides the overall direction of each community and coordinates with the various active participants - architect, builder, city ofď€ cials, hotel management, and others that be involved in the project. A primary focus will be on oversight of the planning and maintaining the quality control over all elements. Financial controls will be implemented to monitor the budget vs. actual expenditures to bring the project in for the planned investment amount. An outside auditing ď€ rm will be used to provide ongoing accountability.

Local Community Participation Each city will be built by the local community businesses. Special emphasis is placed upon using small businesses and Tollefsen will assist them with bonding and supplier assistance to ensure they can participate. The master-planning is done by Tollefsen, LLC.

Central Planning

Tollefsen, LLC Independent Auditor

Executive Architect

Local Implementation

Conď€ dential |

Finance & Accounting

Executive Contractor

Community Director

Executive Social

Small Business Help

Local Architect

Local Contractor

Local Social Director

Engineers, Consultants

Sub Contractors

Volunteers, Family Leaders

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Business Operations

Excellence and Accountability Tollefsen and anyone working with Tollefsen will pursue excellence and innovation. Transparency is required of all. Tollefsen has a “no tolerance” policy for rms and/or associates that go outside these parameters. This policy will be detailed to each participant and an agreement executed prior to them working. Should an infraction occur and not be explained adequately, the associate/ outside rm will not be allowed to continue.

Community Leaders Prior to development Tollefsen will connect with local civic leaders. While the overall plan is formed by Tollefsen, LLC, the overall objective is to make each City unique and indigenous. For each City, a Community Director will be selected to serve as spokesperson and project leader. The responsibility to develop and supervise each community is the director’s responsibility. All Tollefsen Communities will require political help and social direction. For example, if an area is struggling with crime, the Tollefsen Community will focus on its safety and security aspects and will demonstrate how it will assist with additional police ofcers and alternative programs. If the area has a soaring unemployment rate, Tollefsen LLC will focus its attention to the creation of long term jobs and affordable housing.

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Business Operations

Construction Each Community Project will have a Master Contractor to oversee construction as well as maintain budgets and schedules. The Master Contractor will be contracted with a CMAR (Construction Manager at Risk) Contract. A CMAR contract ensures the budget will be maintained without risk to Tollefsen. The Master Contractor will be contracted on a sliding pay scale which will reward the use of small businesses and contractors. It is our plan to provide smaller contractors with an opportunity they would otherwise not have. In order to achieve this, monies will be set aside as well as educational service provided to all contractors interested in working on the project. They will be provided instruction by CPA’s to establish accounting practices and current nancial statements. The interested contractors will be assisted with contracts, cash ow, insurance and bonding. Those contractors without the bonding capability will be assisted to obtain the necessary performance bonds. All contractors will be required to meet minimal requirements including all necessary insurance, updated tax records and credit reporting. Contractors will not be selected solely on price and experience, but on ability. Tollefsen, LLC understands that quality is important and believes that true artisans are generally within the smaller companies. All contractors, sub-contractors and consultants shall be responsible for paying wages as established within the Davis Bacon Act outlining the particular area. All employees must be legal citizens or provide work visas and/or green cards. All employees must adhere to codes and conduct as will be outlined within the Master Contractors Contract. Tollefsen will make sure the creative vision is brought to reality, while at the same time, the construction companies will make sure the budget is met. An independent nance/accounting/ auditing rm and Tollefsen will insure responsible scal management.

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Business Operations

Accounting, Financial and Audit A series of Checks and Balances will be used to verify spending throughout the development of Tollefsen Communities. Local Accounting rms will oversee the day-to-day operations and will report to a Master Accounting FIrm to le quarterly audits and reporting, while internal audits will occur bi-monthly to ensure money is being spent according to plan. All invoices will be signed off on by the Master Architect, the Team Leader, and a member of Tollefsen LLC or Formaation prior to submission for payment. The Master Architect, and Master Contractor will be responsible for the payment to subs and consultants, however, detailed accounting of each sub-contractor, vendors and materials must be made available at each draw prior to payment being received, as well as lien releases from each sub/vendor will be required from the previous month prior to payments. An independent auditor will insure accuracy and accountability on an ongoing basis.

Operations and Management Each facility within the project community will be managed by Tollefsen directed local property management companies, in order to provide the best management practices available. The mission of Tollefsen is to provide a superior facility with a higher standard of living for all its residents and guests at below market prices. As rental homes are involved, the lower rental rate will be maintained over the years. No subletting for prot will be permitted. The income received will ensure the sustainability of all programs enacted by the project, as well as all of the amenities being maintained at the original level of operation. Monies received over and above the budgeted maintenance costs will be used to assist with lowering rents and/or expanding the project outward.

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Business Operations

Sales & Marketing Leasing and Sales will be done internally and in concert with real estate, public relations, advertising agencies, non-proď€ t organizations and volunteers. A special focus will be the non-working, stay-at-home parent. Much of the community outreach and project education can be accomplished during a 9-2:30 schedule enabling them to be stay at home, within the Tollefsen Community, yet earn income. Due to the value pricing of each Tollefsen community, it is expected that demand will outstrip supply. In those projects which demand is heavy, a fair lottery system will be used. This insures fair and equal opportunity across all Americans. Careful race and age distribution will be monitored to insure all have equal and fair opportunity.

Tollefsen Development Team Tollefsen has organized a varied Team which are leaders in their respective ď€ eld. Each member has been selected for their understanding and desire to promote the ideas set out by Tollefsen President Chuck Tollefsen, and are committed to ensuring the Tollefsen Communities Project reaches success. Team Members are as follows-

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Business Operations

Tollefsen, LLC - Formaation | Chuck Tollefsen Founder + Creative Development & Finance Chuck is a Tulsa based entrepreneur and through his rm Formaation (www.formaation.com) has developed varied companies the last 20 years. He is active in Oil and Gas, Theme parks, Manufacturing, Restaurants, Real Estate, Software, Web Design and other business areas. While developing his software company, “Practix, Software for Healthcare”, they went public. He has done work with the Five Civilized Tribes and worked with many individual Native American Tribes in helping develop their economies. In Florida he planned and arranged a $110 MM nancing for a new technology that makes hydrogen uoride that was later sold to Dupont. His rm is underway with several healthcare projects including a

Chuck is the President and founder of Tollefsen, LLC and Formaation, LLC

90,000SF $70MM Cancer Center in Tulsa Oklahoma and 250,000SF $250MM Hospital/Medical Campus in Ontario California. His creative work spans from business branding to theme park design, including

22+ years of Development Finance Experience

the master concept and planning of a $3 Billion theme park . The art seen in Formaation’s web site and the sample client sites are his design. He was invited by the Irish Development Authority, Dublin, Ireland, to

Wide array of creative efforts.

assist with the implementation of software development in concert with Trinity University for the country of Ireland. He received the Gold Achievement award from Junior Achievement national ofce. He is the past President of the Woolaroc Museum (established by Frank Phillips the founder of Phillips Petroleum Company), Bartlesville, Oklahoma, Tulsa board. Early in his career he graduated from the Neiman Marcus, Dallas, Texas, Executive Training Program. Mr. Tollefsen graduated from Westminster College, Fulton Missouri in 1977 with a degree in Psychology. He has 2 daughters Margot (16) and Lexi (17) who are Cherokee Indian.

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Business Operations

Formaation | David P. Oberle, Director of Projects David has been involved in Real Estate development for the past 15 years. He has experience in Architecture, Golf design and construction, Land planning, Landscape Architecture, Finance, Design and Construction.  Prior to joining Formaation’s leadership team, David was the creator and owner of Progeny, LLC a Construction Company specializing in the construction of Residential Golf Course Development.  With over 150 employees David directly oversaw scheduling, project cash-ow, architects and engineers, entitlements, contracts and governmental agencies.   David headed notable Golf construction/renovation projects such as The Ocean Course and Turtle Point on Kiawah Island, Pinehurst 2 & 7, Augusta National, TPC Sawgrass & Southwind, Golf Club of New England, Barton Creek, The Hills and Falls of Lakeway, River Oaks CC, The Pines and some 30+ other Golf & Golf Development Projects with values in excess of $150 Million and moving 2.5 million yards of dirt. During this time he formed relationships with developers and architects such as Jack Nicklaus, Tom Fazio, Jim Fazio, Arnold Palmer, and Gary Player. David established a separate road, utility, and landscape division under Progeny to be a one-stop-shop for developers.

15 years Development Experience Formally Progeny Development CEO Extensive experience in Residential, Resort, and commercial development Complete development resume

Developer services expanded into entitlements, planning, nance packages, budgets and pro-formas. This division further expanded into building residential, and commercial developments in Golf and Mixed Use,  as well as unique projects such as Water Treatment Facilities and an Airport Expansion. David built Progeny to become the largest contractor in Texas using GPS guided Equipment with a eet of over 25 GPS guided units. David joined Formaation in July of 2009. David, his lovely wife Lucia live in Tulsa.  He has three great sons; Jack (14), Paxton (13), and Alec (10). David graduated from the University of Arkansas  School of Architecture in 1994. 

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Business Operations

Formaation | Chris Shondelmyer Sustainability & Research

Chris Shondelmyer joined Formaation in May 2011. Prior to joining our rm, Chris worked in a golf course design rm as a design apprentice and planner. During his tenure, Chris helped design four 18-hole championship golf courses, four private club restoration projects, and the master planning of 3 other sites. He was intimately involved in all phases of the design process from conceptual design through construction. His strengths lie and seeing the big-picture of what it takes to implement a project and developing solutions to complex issues. When his company relocated, Chris took a position with a non-prot to develop and implement a donor development strategy. Having spent the last four years developing communication strategies and handling donor relationships, Chris is intimately aware that fast and responsive communication is a key component to an organization’s success.

Development Experience Communications strategies and IT

He and his lovely bride of 7 years, Kelly, have two beautiful daughters,

Donor Strategy and Finance Experience

Bella (2.5 yrs) and Lainy (16 mo). A fourth generation Oklahoman raised in the rural southwest part of the state, Chris graduated from

Degree in Economics

Oklahoma City University in 2001 with degrees in Economics and Information Technology.

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Business Operations

Tollefsen, LLC | Pamela Rosenbaum - Thomas Community Director

Pamela Rosenbaum-Thomas joined the Tollefsen Team in May of 2010 as Director of Government and Public Relations. Graduating from the University of Michigan with her Master’s of Social Work, Pamela has been a catalyst for change. Licensed for home studies and evaluations in four states, Pamela started her own court and community service group company, Visit Solution, in 1990. In 1996 Pamela was appointed by the Governor of Oklahoma to the Post Adjudication Review Board, and in 1998 was also appointed to the Child Death Review Board. Since 1996, she has been a certied foster parent and adoptive parent trainer in both Oklahoma and Florida, as well as being a certied instructor for the Department of Human Services for separation and anxiety disorders.

Extensive experience with government and public welfare programs

In 2003, she became a crisis call gatekeeper for Oklahoma insurance groups. Pamela brings a wealth of knowledge in navigating local, state, and federal governmental systems. As an adoptive mother since 1993, her youngest daughter just graduated from high school.

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Advisor | Eric Mullindor Ranch Land and Sustainability Eric Mullendore is a 4th generation rancher from Northeast Oklahoma who’s family has been ranching since Oklahoma statehood. Born and raised on a ranch, his father managed one of the largest cattle operations in Oklahoma. Educated at the University of Oklahoma, he graduated with a degree in Economics. After college, Eric continued his education with noted cutting horse trainer Joe Heim. He has since worked the Running M ranch in Kansas, Greg Peck Cattle Co. in Erie, KS, and Beachner Brothers Land and Grain Cattle. In these various positions Eric bought, sold, and processed yearling and managed cow and calf operations. Eric has also overseen one of the most important aspects of a cattle ranch, the grassing operations. Currently Eric runs his own ranching and horse training operation. He is plenty busy these days, mostly with raising his 4 children.

Extensive experience with government incentive structure Understands various cultures and is an expert in communication Experience in affordable housing around the world Has worked with multiple billion dollar companies

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McDonald, McCann & Metcalf | Steve Metcalf Legal Advisor Steven K. Metcalf is an accomplished lawyer with more than 18 years of experience successfully representing clients in all aspects of construction and real estate law and litigation. Whether in the day-to-day operation of the clients’ businesses, or the periodic instances in which some form of dispute resolution is involved, Mr. Metcalf serves as both a trusted advisor and top notch litigator. In his work with contractors, design professionals, owners, subcontractors, suppliers, sureties and developers, Mr. Metcalf has been active in state and federal trial courts in Oklahoma, Missouri and Arkansas, in arbitration and mediation throughout the midwest, and in state and federal appellate courts in Oklahoma, Texas, the Eighth Circuit and Tenth Circuit. Mr. Metcalf also serves as General Counsel for several clients, where he works in partnership with the clients to promptly and properly address the various business and legal issues that arise in the clients’ day-to-day operations. Mr. Metcalf’s legal experience follows a successful ten year career in construction management where he was involved in managing projects exceeding $200 million in value. This unique blend of practical construction experience and legal expertise allows Mr. Metcalf to get right to work with the client to address the dispute or issue at hand, frequently preventing a problem before it occurs, but able to effectively and efciently resolve it once it does. Mr. Metcalf has rst-chair experience in litigating, arbitrating, mediating and negotiating all forms of construction disputes and construction contracts, including lien ling and foreclosure disputes, bid contests, code enforcement disputes, breach of contract and payment disputes, construction and design defect disputes, insurance-coverage claims, default and surety claims, payment and performance bond claims, and delay, acceleration and inefciency claims.

Business Operations

Extensive 18+ years of Law Practice Specializes in Development Law Contractor Disputes 10+ years in Construction Management Construction Contract Expert

In his role as General Counsel, Mr. Metcalf is a counselor and trusted advisor concerning any variety of legal, business and construction issues, including personnel issues, employment issues, contract drafting, interpretation, and negotiation issues, dispute and litigation management issues, code compliance issues, OSHA issues, construction, development and nancing under state and federal government statutes and regulations, and a variety of other subjects.

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McAfee & Taft | Cheryll Vinall-Denney Legal Advisor Cheryl Vinall Denney’s practice concerns advising and representing public and private companies in all phases of their business existence, including the formation and structuring of new companies and joint ventures, negotiation of credit agreements and other business contracts, asset acquisitions, private equity investments, PIPE investments, mergers, acquisitions and other forms of business combinations and reorganizations, divestitures and dissolutions. She has specic experience in the areas of general economic development law, community development nance and structuring private equity transactions to qualify for tax incentives, including state and federal historic rehabilitation tax credits, New Markets Tax Credits, 48C credits, Quality Jobs rebates, Pooled Finance, the Small Business Capital Formation Incentive Act and the Rural Venture Capital Formation Incentive Act. Additionally, Cheryl represents sports and entertainment clients in their business and legal needs. She serves as outside general counsel to the Oklahoma City Thunder NBA franchise and counsels on a project-by-project basis with other professional sports teams in Oklahoma. She also represents independent lm producers in obtaining the private investments necessary to nance their projects. Cheryl currently serves as co-leader of the rm's Sports Industry Group. Prior to joining McAfee & Taft in 2003, Cheryl was a corporate associate in the New York ofce of Paul, Weiss, Rifkind, Wharton and Garrison, an international law rm that concentrates in corporate law and litigation. While in law school, she completed internships with the United States Trade Representative’s Ofce and LG Group, South Korea’s second largest conglomerate.

Extensive experience with government incentive structure Corporate law and litigation Experience General Counsel for Oklahoma Thunder NBA Franchise Considered to be one of “Oklahoma’s Super Lawyers”

Cheryl's achievements have earned her inclusion in Oklahoma Super Lawyers' list of "Oklahoma Rising Stars" (business/corporate, entertainment and sports, real estate), which recognizes the state’s top up-and-coming attorneys. 

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Business Operations

Advisor | Bernie Carballo Business Management & Operations

Based in Florida in the United States, Bernie served as Seagate Technology Inc’s NYSE: STX executive vice-president responsible for global sales and marketing from 1991 to 2000. Seagate is the largest hard drive company in the world, with 100,000 employees in 28 countries and sales of $1.9 billion per quarter. He then established his own consulting practice and currently provides professional services to Seagate and serves as a director on the boards of several other high technology companies in the US. During more than 15 years at Seagate Bernie personally spearheaded the company’s entry into the South African market and played a major role in helping to establish Seagate disk drives as the brand of choice among the country’s leading desktop and server manufacturers. In addition, he is on the Board of Directors and a majority Shareholder in Innovata based in Miami. Innovata, a billion dollar company, works with various poverty stricken countries to build affordable housing and Bernie is the MidEastern strategist. Through a personal commitment to the country as well as customers throughout southern Africa, he continues to work tirelessly with carefully selected South African companies to provide international access to leading edge products, solutions and skills development resources. He is the majority Shareholder and Co-Founder of a data company located in Johannesburg, South Africa which has sales of 400 million wrand per year.

Extensive experience with government incentive structure Understands various cultures and is an expert in communication Experience in affordable housing around the world Has worked with multiple billion dollar companies

Bernie and his wife Silvia live in Jupiter, Florida with their dogs “BeeBee” and “CeeCee.” Bernie has two children and two grandchildren.

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Advisor | Terry Horton

Business Operations

Real Estate and Housing Terry Horton co-founded D.R. Horton, Inc. in 1978 with his brother, Don Horton. D.R. Horton, Inc. achieved positive cash ow in the rst four months and delivered 117 homes with a $2.8 million net prot in the rst year. In 2006, D.R. Horton closed over 250,000 homes and generated in excess of $13 billion in revenue. Terry served as President of the DFW Division from 1981-2000 and was a member of the Board of Directors from 1992-2002. In 2001, Terry and his son, Trent, formed Horton Capital Partners, LLC. The partnership has been involved with several projects from Texas to Florida to Hawaii. Notably, in 2005, the partnership invested $1.2 million to assemble 1,700 acres in the town of McKinney, one of the fastest growing communities in Texas. The partnership planned, engineered, and entitled 4,500 units. The property sold in 2007 for $16.8 million. In 2006, the corporation became a nancial partner in the luxurious Texas Hill Country community of Escondido. Escondido has been recognized as the best selling golf course community in Texas and was awarded the best new course in Texas by The Dallas Morning News. Additionally, Golf Week named Escondido among the top 100 Best Residential Golf Courses in 2010, nationwide. Key to Terry’s success is involvement in the cost aspect of business ventures. He has been protable on every home under his management and subsequently every business endeavor he has undertaken. His in-depth understanding of the cost side of each business is the foundation for strategic business plans that yield protable results. Prior to entering the homebuilding industry, Terry built and operated the Medicare Pharmacy in his hometown of Marshall, Arkansas from 1974-1978. He borrowed 100% of the funds to build, accessorize, and stock the pharmacy. The business was protable in six months; and, all debt was paid off in eighteen months.

Providing affordable homes for over 30 years Understands true cost aspects of business and construction Experience in affordable housing around the world Has worked with billion dollar companies

Terry obtained a Doctor of Pharmacy degree from the University of Oklahoma in 1973. He also attended the University of Central Arkansas from 1967-1969. Mr. Horton is currently an owner of Endeavor Wall Homes, Inc. and serves on the Board of Directors for the World Evangelism Fellowship, a group that is involved in water well development in third world countries. Additionally, he is involved in the President’s Council of “A Dening Moment” which helps with AIDS education and treatment in Sub-Saharan Africa. He formerly served on the Board of Governors for The Vaquero Club (2002-2005) and on the International Mission Board (1988 – 1996). Terry became an ordained Southern Baptist Deacon in 1978.

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Research

Feasibility: Method Tollefsen uses a strategic method of planning to determine the feasibility of a project. In summary, the strategic method employed by formaation is a hypothesis testing model. Under this method, a

Tollefsen's Strategic   Planning  Method   Employs  Hypothesis   Tes:ng  Model

hypothesis is rst established for the project. As research is conducted, the null hypothesis is tested. For example, if the rst broad hypothesis is “X Project can be expanded,” the null hypothesis is “X Project cannot be expanded.” This process continues more into specic aspects. For example, after calculating the capital requirements

Research Conducted   by  Tes:ng  Null   Hypothesis,   Working  form   General  to  Specific

necessary for project, the hypothesis may be “X Debt Structure can be reasonably supported if income levels do not reach expectations”; the null hypothesis is “X Debt structure is unworkable.” If the null hypothesis is supported during any portion of the project planning, creative alternatives are presented and tested again until one of the following determinations is made: (a) all foreseen obstacles have

If Null  Hypothesis  is   Supported,   Alterna:ves  are   Created  &   Examined,  then   Feasibility   Determined

been removed; (b) the project cannot be completed as initially planned but can be successfully revised; or (c) the project cannot be accomplished.

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Research Feasibility Areas These are the 3 areas of feasibility analyzed: Overall Business Feasibility Project Specic Feasibility Litigation and Other Material Issues

Overall Business Feasibility The broad main overall business hypotheses tested for projects are as follows:

1. Project There is an opportunity environment for the project.

2. Environment

Forma:on's Strategic  Planning   Method  Employs   Hypothesis  Tes:ng   Model

The environment is accepted by the customer and they are satised.

3. Competition Competition will always exist, does the Community have the opportunity to capture a market share signicant enough to support its growth, development, and viability in the marketplace.

4. Management Each Community will have the management with sufcient experience to successfully complete each stage of the project.

5. Adherence to Standards The Community adheres to practical principles of business. For example, sample areas examined include the practice of scal discipline, valuing the contributions of associates, the ability to delegate responsibility and recognize limitations, and willingness to consult experts when appropriate.

6. Long Term Commitment The Community is committed to the project and its expectations are realistic and achievable.

Research Conducted  by   Tes:ng  Null   Hypothesis,   Working  form   General  to  Specific

If Null  Hypothesis  is   Supported,   Alterna:ves  are   Created  &   Examined,  then   Feasibility   Determined

7. External Relationships Relationships are in good order, and past commitments have been met.

8. Reasonable Liability The design and structure of the project has reasonable liability to all parties involved.

9. Litigation & Other Problems discover if any litigation and/or other disputes or problems are present.

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Research

Project Specic Feasibility Feasibility factors examined and evaluated were specic to this project:

1. Contractors Company's ability to obtain excellent contractors.

2. Technology Implementation Project's ability to use proven standard technology to accommodate its business.

3. Market The market in general, and the opportunity for IP to penetrate this markets.

4. Sales

Project Specific   Feasibility... Products

Adequate absorption of the properties.

5. Sales Avenues Probability of sales being generated through existing networks and realtors.

Management Market

6. Construction Quality Product quality in comparison to price and competitors.

7. Pricing Competitive prices relative to the market.

8. Management Existing Management's ability to conduct the development and ongoing aspects of the business, as well as their willingness to use additional experts to insure all management and control functions are covered.

9. Financial Obligations Establishment of an overall plan of nancing which balances equity, debt, and ability to perform on obligations incurred.

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Research

Litigation & Other Material Issues No Legal  Issues 1. Tollefsen does not render legal advice whatsoever nor does it consider itself to be sophisticated in legal matters. At the time of this writing there are no lawsuits or pending litigation known.

2. Conclusion Through investigation of the Community while preparing this Comprehensive Business Plan, it is the conclusion of research that Tollefsen Communities has a viable business, product, and customers.

3. Each Tollefsen Community has options and contingency plans, has a well researched project, experienced management, and is exible to change as the market dictates.

Challenges: Maintain &  Further   Develop  Their  New   Market

The Company  has   thought  thru  its  Op:ons,   has  a  Proven  Track   Record,  Experienced   Mgmt.  &  is  Flexible  to   Change

[ END OF SECTION ]

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Contacts

Communities Contact Chuck Tollefsen

President

Direct

918 527 3676

Authored by Tollefsen Associates Pamela Rosenbaum Thomas

Community DIrector

David Oberle

Director of Project Coordination

Chris Shondelmeyer

Director of Sustainability + Research

Legal Counsel General Counsel

Steve Metcalf, Partner, Metcalf McCann

Government Counsel

Cheryl Denney, Partner, McAfee & Taft

Advisors Bernard Carballo

Majority Stockholder, Seagate Technologies

Terry Horton

Owner, Horton Homes Nationwide

Eric Mullendore

Ranching and Agriculture

Communities Conď€ dential | 44 | Contacts

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Tollefsen Magazine  

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