Wholelife portal deck v1.2

Presented by:

DJ Van KeurenEVP – Capital Markets

WholeLife Companies Inc.820 NE 63rd Street

Oklahoma City, OK 73105 O: 917.791.3658

[email protected]

WholeLife Companies Inc. Overview

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Disclosure

Any reference related to any securities, including private placement securities, are intended for information purposes only, is subject to change, and does not constitute investment advice or a recommendation. This is not an offer or solicitation. Offers to sell or solicitations to invest in any securities including private placement

securities, as well as important information about investment related risks, such as investment loss, leveraging risk, highly illiquid, complex tax structure and delays in tax reporting, and may not be subject to regulatory

requirements, and high fees, are made only by means of the prospectus or the fund's final Private Placement Memorandum, and should be reviewed carefully by you and your financial, legal and tax Advisers. Hedge funds often engage in leveraging and other speculative investment products that may increase investment loss. Any product or service referred to herein may not be suitable for all persons. This information is intended solely for

institutional investors/consultants, fund of funds, foundations and endowments as well as for "accredited investors" (as defined by the Securities and Exchange Commission under the U.S. Securities Act of 1933) who

also are "qualified eligible persons" (as defined in Commodity Futures Trading Commission).

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Table of Contents1. Company Overview2. Senior Housing Market3. WholeLife Projects4. Company Structure and Partners5. Sponsorship

Appendix 1 – WholeLife Communities

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1. COMPANY OVERVIEW

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WholeLife Companies Inc. is a developer of luxury rental living communities, with a strong focus on integrating healthy and enriching lifestyle concepts into community creation.

These WholeLife communities will respond to the desire of active adults for healthy living facilities by integrating fitness and wellness into a maintenance free environment, without the need for the large capital outlay required for the purchase comparable single family dwellings.

Healthy living services such as fitness evaluations, fitness instructors, wellness consultants, nutritionists, speakers and classes will be available as part of the all-inclusive fee package.

WholeLife Companies Inc.Our Company

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WholeLife Companies Inc.Business Overview

Experience

Asset Type

Type of Company

Investment Focus

Exit Strategy

• Seasoned real estate and housing developer with experience across the US

• Strategic Partners with major branded developers, construction companies and property management

• Design and development of senior housing and active adult Communities in high-demand, amenity-driven areas through Franchising, Self-Developed Communities, and Joint Ventures

• Luxury Class A Multifamily Properties with a focus on active adults.

• Development Company of active adult communities and sale and support of active adult community Franchises

• Sale to a third party REIT / Refinance / Sale/Leaseback / Sale to an institution, Private Equity Company or Insurance Company

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WholeLife Companies

• Established as a developer/operator of luxury rental communities

• Operations & Capital Markets Group

Development

• Self Developed• Franchise Developed• Joint Ventures• Third party projects

with property owner

REIT Takeout

• Take out for all developed Properties upon completion

WholeLife Companies Inc.Business Model

• Public Parent Company for transparency & greater access to capital• Accelerated Growth of Properties through Franchising.• Possibility to provide forward commitments on properties through REIT as

well as the ability for the REIT to purchase completed properties at a discount.

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WholeLife Companies Inc. Management Team, Investors and Advisors

Investors & AdvisorsJerry McKenzie, William Frulia, Hussein K Mahrouq, MB Americus LLC,

REI, Rivendell Holdings LLC, Tiber Creek Corporation

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2. SENIOR HOUSING MARKET

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WholeLife Companies Inc.The Market

Booming senior housing market• Baby Boomers form a huge aging

population over the next 20 years

• Age 65+ market projected to grow 36% over next 5-6 years

Active senior living• Previous senior living developments have largely focused on intensive

managed-care facilities• Healthy, active and affluent seniors seeking independent and active

lifestyles are dramatically underserved• Health care advances are extending tenants’ period of self-sufficiency,

assuring strong long-term demand for luxury, resort-style living

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There is a distinct lack of tailor-made rental communities serving affluent, active adults.

THIS IS WHOLELIFE’S TARGET SEGMENT.

WholeLife Companies Inc.Competition in the Market

Existing Competition• Strongest competitors currently are large, well-capitalized developers• Includes various multi-family apartment developers and independent senior

housing developers

Alternatives and Opportunities• Limited development in the luxury rental market, and very little in the single family

detached or attached rental community with services• Certain developers are adopting a “cottage” model as an add-on to their existing

communities, especially in senior housing markets• These include substantial up front buy-in fees in addition to monthly service fees

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Concierge

WholeLife aims to fulfill market preferences for healthy living, integrated fitness and sensible nutrition in a decidedly upscale rental community.

WholeLife will partner with a limited number of significant developer/builders able to identify suitable land and the capital resources to secure acquisition and development financing of communities.

• Three distinct built-to-suit community styles

• Community design determined by land availability and market demand

• Communities leased back from the developer by WholeLife and managed exclusively by WholeLife.

WholeLife Companies Inc.Our Value Proposition

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WholeLife Companies Inc.Our Value Proposition

• WholeLife is the only residential option specifically tailor-made for this fast-growing, affluent market segment.

• WholeLife Communities* provide a fact-based wellness lifestyle in a resort-style environment

• Residents are free from the capital expense of home purchase

Core Essentials• Full Concierge Service• Fitness evaluations• Fitness instructors and trainers• Wellness and lifestyle consultants• State of the art fitness centers • Planned classes and programs• Guest speakers and activities• Fully equipped business center

A la Carte Services• Professionally managed fitness and

weight control programs• In-home meal delivery and catering• Maid and laundry service

* Further details about specific WholeLife Communities are available in Appendix 1 following this presentation.

A Tailor Made Product

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WholeLife Companies Inc.Development Plan

Developing WholeLife Communities

Cost of development: • Approx. $31,000,000 for a 104 unit

community, plus financing costs

Anticipated financing:• Via a combination of equity from the

Company and third party debt, in a 25%/75% or a 30%/70% ratio

Additional Equity:• To provide sufficient equity, the Company

may partner at the project level with one or more co-investors

re imagine | A NEW ECONOMIC MODEL

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WholeLife Companies Inc.4 Development Models

Joint Venture• Joint Venture splits all profits based

upon an agreed upon structure• WholeLife provides customized plans,

construction and branding guidance• WholeLife manages and leases

property as a WholeLife Community

Company Owned• WholeLife Companies Inc develops

properties throughout the US

• Properties wholly owned and managed by WholeLife

New Owner Operator• Owner retains ownership and all

profits• WholeLife provides customized plans

and construction guidance• WholeLife leases and manages

property as a WholeLife Community

Developer Owner• WholeLife leases property; or

developer sells to a REIT• WholeLife supplies all plans and

consults on site design• Owner secures financing, zoning and

permits, then constructs property

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WholeLife Companies Inc.Anticipated Revenue Sources

Reve

nue

Sour

ces

Development and asset management fees from 3rd party owners

Rental income from owned properties

Franchise Income

Proceeds from the sale of communities

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WholeLife Companies Inc.Exit Strategies

Two broad exit strategies may be adopted:

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WholeLife Companies Inc.Prototype Traditions Project Summary

Individual results may vary

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3. WHOLELIFE PROJECTS

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WholeLife Companies Inc.Track Record

The Principals of WholeLife Companies, Inc and its affiliates, have over 60 years of combined experience and has served as the Construction Manager / General Contractor / Project Manager / Sub-Contractor on a variety of commercial and residential Projects including the ownership and sale of 9 senior lifestyle communities for over 240M USD.

Below is a partial list of completed projects:

JW Marriott Houston, TX Lincoln Center Office Tower Miami, FL North Mississippi Medical Center Tupelo, MS Brickell Bay Office Tower Miami, FL Thurston Bowles Building University of North Carolina School of Medicine

Morgan Keegan Tower Memphis, TN The Peabody Little Rock, AR Wellstone in Bluffton Bluffton, SC Doubletree Convention Center Tulsa, OK Hilton Hotel Knoxville, TN

Further details on past projects are available in Appendix 2 at the end of this presentation.

As Wellstone, we developed and operated facilities in Florida, Tennessee, Texas and Oklahoma. These are eight communities sold to Senior Lifestyle Corp.

Lewisville EstatesLewisville, Texas49 Units Assisted Living111 Units Independent Living

Copper Lake EstatesEdmond, Oklahoma48 Units Assisted Living125 Units Independent Living

Lake Forest ParkFort Pierce, Florida68 Units Assisted Living59 Units Independent Living

Glenbrooke at Palm BayPalm Bay, Florida170 Units Independent Living

Newforest EstatesSan Antonio, Texas198 Units Independent Living

Montclair EstatesGarland, Texas111 Units Independent Living

The BarringtonLargo, Florida33 Units Assisted Living116 Units Independent Living

Lake Howard HeightsWinter Haven, Florida30 Units Assisted Living100 Units Independent Living

WholeLife Companies Inc.Wellstone Projects

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WholeLife Companies Inc.Historical Returns

Partial List of Prior Project Statistics

Project Name Type State # of Units Total RSF Total Cost Total Sell-Out Value Margin

Non-Premium Projects

Ravines at Holly Creek Condo South Carolina 86 137,600 $14M $18,060,000 22.48%Ravines at Creekside Condo South Carolina 105 168,000 $16.5M $23,625,000 30.16%Camelia Village at furman Condo South Carolina 68 108,800 $11.5M $14,620,000 21.34%Village of Ashwood Condo Tennesee 84 134,400 $15M $19,068,000 21.33%Village at Greenway Condo Tennesee 78 136,500 $9.5M $17,784,000 47.01%Ravines at Woodridge Condo South Carolina 86 137,600 $14M $18,060,000 21.37%Magnolia Estates Single Family Mississippi 476 660,000 $76M $96,903,000 20.96%

Wellstone Premium Projects Wellstone at Craig Ranch Condo Texas 205 615,000 $89M $103,749,711 13.45%Wellstone at Middlecreek Condo Georgia 96 168,000 $43.5M $47,616,000 8.84%CooperLife at Craig Ranch I Townhome Texas 143 410,839 $93M $123,819,249 24.89%Wellstone at Mableton Townhome Georgia 94 169,200 $26M $30,550,000 14.92%

Wellstone Workforce Housing Project Wellstone at Bluffton Townhome South Carolina 178 320,400 $25M $33,108,000 24.49%

Commercial Morgan Keegan Tower Office Tennessee 320,000 320,000 $80M $106,000,000 24.47%

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WholeLife Companies Inc.Past Financing Sources

Previous Investors and Lenders

Merrill Lynch - Senior Housing Division

GE Capital - 120MM loan [repaid in full and early]

Regions Bank

Lender References available on request from:

• Merrill Lynch – Eric Krammer (currently at Medcap Finance)• GE Capital – Heidi Brunette (currently at Cercadia)

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WholeLife Companies Inc.Sites and Locations

Criteria Guidelines

Market Size• Moderately sized in-fill sites (25 to 50 acres)• Reasonable access to core business, cultural, dining and entertainment venues • Affordable and free of excessive or onerous tax and regulation burdens

Geographic area• Southeastern states including Texas and Oklahoma• Midwestern markets such as Indiana, Ohio and Missouri• Pacific Northwest in and around population centers• Geographic amenities such as casinos, outdoor activities, fishing, skiing and

Climate • Markets with moderate climates offer the greatest potential• Weather extremes on either end of the spectrum tend to marginalize market desirability

Market economic and employment profile

• A robust area economy is very desirable and an important consideration.

Tax structure• Baby Boomers and Baby Boomer plus tenants are especially sensitive to tax issues • Property tax rates and assessments affect rental rates for the market • High local sales and personal property taxes, state income taxes and taxes on dividends and

interest income can also adversely impact potential customers

Political considerations • Presence of highly restrictive construction and zoning regulations• Presence Union vs. non-union construction labor force

LOCATION SELECTION

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Criteria Guidelines

Demographic profile• A balanced population both age and income wise is most desirable • A market made up of predominantly older residents lacks a younger market to move up and

purchase the larger older homes, lowering resale prices

Migration patterns• “Halfbacks” and “Quarterbacks”: seniors who sold a home in a northern area to retire to

Florida, Arizona, coastal Carolinas and now wish to move only a quarter or half way back• Often caused by weather extremes or collapsing housing markets

Higher education institutions

• The presence of colleges and universities in the area is positive• Access to continuing education and life enhancement opportunities as well as cultural and

entertainment venues are highly desirable

Prevailing land costs • Areas that are experience high levels of demand for industrial and commercial development drive up land prices

Prevailing rental rates • A reasonable mix of market rate and senior housing facilities will generally mean reasonable rental rates and are desirable

Housing inventories • Reasonable turnover of existing homes as well a some new home starts are most desirable

Competitive environment • Neither void of nor saturated with adult or senior independent living facilities; both conditions may adversely affect the perceptions of and acceptability of rental rates

LOCATION SELECTION

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Criteria Guidelines

Size/density• The ideal size for a WholeLife Tradition community is between 100 to 150 units with a

density or 4-5 units per acre• Typically, in-fill sites of from 25 to 50 acres

Topography

• The designs of both Traditions and Concierge communities do not lend themselves well to topographical extremes and anomalies

• Level land without wetlands, blue line streams, floodways or floodplains provide the best opportunity to create desirable communities from both an economic and lifestyle perspective

• Hilly terrain not only makes walking and running for fitness more challenging but more difficult for community members to stroll and interact with their neighbors

• Inclined driveways and steps at the entrances of homes is neither desirable nor consistent with Universal design standards

Traffic

• The importance of locations with high levels of drive-by traffic cannot be overstated • This may be the single greatest contributing factor to a rapid lease-up• It is the experience of management that preleasing of such communities is driven more by

drive-by traffic than any other single element of the marketing plan• Conversely, major traffic congestions is counterproductive making high profile retail areas

less desirable than corridors leading to and from those areas

SITE SELECTION

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Criteria Guidelines

Visibility• Visibility goes hand in hand with traffic counts; being able to see more than just the entrance

will also affect walk-in traffic to the community• When prospects can see the community taking shape it contributes to walk-in traffic counts

Access• Curb and median cuts are obvious issues• Lack of ability to turn into the project from either direction inhibits drive-in traffic and

consequently slows down lease-up

Proximity to retail, hospitals and healthcare

• While being situated in the middle of retail congestion is a negative, retail grocery, restaurants, other shopping and healthcare is of paramount importance to be within 5 to 10 minutes drive.

Proximity to public spaces • Access to public spaces such as parks, libraries, walking and running trails and walkways.

Surrounding housing profiles

• The Company believes most WholeLife residents will come from the local area• It is therefore essential that sites have established residential neighborhoods within 3 to 5

miles

Area cultural, dining and entertainment venues

• These are intangibles but when added to the other considerations help assure project success

SITE SELECTION

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WholeLife Companies Inc.Planned Projects and Locations

Cibolo CanyonSan Antonio, TX

CreeksideChattanooga, TNCraig Ranch

McKinney, TX

WoodlandsHouston, TX (MSA)

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• 104 one-story duplexes and four-plexes located in Chattanooga, Tennessee

• Developed by WholeLife Chattanooga, LLC, an independent entity jointly owned by John Lowery, CEO of the Company, and Ellis Development, LLC, an independent company.


WholeLife ChattanoogaA Third-Party Development Project

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• Purchase of 32.8 acres in Cibolo Canyons near San Antonio, Texas, for $7,700,000

• 156 unit Traditions community adjacent to JW Marriott TPC golf course resort.

• In addition to its own funds, the Company will utilize funds from a $1,430,000 mezzanine loan from ACCP, LLC, a private investment fund


WholeLife Cibolo Canyons A Joint Venture Project

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• 300 +/- unit Courtyard community located in the premier master planned community of Craig Ranch outside Dallas, TX

• Currently under negotiation.


WholeLife Craig Ranch A Proposed Project

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• Traditions community located near the prestigous Woodlands Township outside of Houston.

• Sites currently being selected.


WholeLife Woodlands A Proposed Project

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4. COMPANY STRUCTURE AND PARTNERS

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WholeLife Companies Inc.Company Structure

Subsidiaries:For each project or distinct operating activity, the Company intends to utilize a single-purpose Limited Liability Corporation incorporated and owned by the Company.

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WholeLife Companies Inc.Subsidiaries

WholeLife Development Company, LLC.

• WholeLife Development, LLC is responsible for site selection, planning, design, entitlement and construction

• Projects for WholeLife Properties, LLC or under contract to third parties• WholeLife Development’s Fee varies depending on the type of project from a flat

negotiated fee, to a price per unit developed to a percentage of the project.• Responsible for oversight of a project through stabilization • ADVENTpds contracted for day to day project management• WholeLife Management, LLC contracted for lease up and operations

[Further subsidiaries of WholeLife Development Company, LLC include: WholeLife Chattanooga Development LLC, WholeLife Cibolo Development LLC.]

WholeLife Development Company, LLC.

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• Provides asset management and property management services for all development and concierge WholeLife communities

• Combined fees for asset and property management approx. 4% of gross revenues*• Gables Residential engaged to provide day to day lease up and project

management services • Gables Residential will receive management fees of approx. 3.25% of gross

revenues • No asset management fee for Company owned projects

[Subsidiaries of WholeLife Management currently include WholeLife Chattanooga Management LLC, WholeLife Cibolo Management LLC, which subsidiaries are yet to be formed.]

* Anticipated fees

WholeLife Management Company, LLC.

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• WholeLife Properties, LLC. serves as the managing member of each of the project level single purpose limited liability companies created for each project

• WholeLife Properties currently has two subsidiaries, WholeLife Chattanooga, LLC, WholeLife Cibolo Canyons, LLC

WholeLife Properties, LLC.

• WholeLife Franchising, LLC. is projected to serve as a franchising arm of the Company, if at such time the Company determines that it would be advantageous to develop a franchising arm

• The Company has completed a franchise disclosure document, and is actively discussing a franchising agreement with a national real estate company, in addition to discussing a national marketing strategy for franchises with the same company

WholeLife Franchising Company, LLC.

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WholeLife Companies Inc.Strategic Partners

TRANSWESTERNTranswestern is a privately held real estate firm specializing in agency leasing, property and facilities management, tenant advisory, capital markets, development, research and sustainability. The fully integrated global enterprise leverages competencies in office, industrial, retail, multifamily and healthcare properties to add value for investors, owners and occupiers of real estate. Transwestern facilitates better decision- making for clients by combining penetrating local ‐market intelligence and macro- market research through its affiliate, Delta Associates. Transwestern has 33 U.S. offices and ‐assists clients through more than 181 offices in 36 countries as part of a strategic alliance with Paris- based BNP Paribas ‐Real Estate.

The Company utilizes the capabilities of Transwestern to identify, qualify and negotiate sites for development as WholeLife Communities. Transwestern is paid on a transaction basis out of the agreed commissions set by the seller of properties.

ADVENT PDSHeadquartered in Atlanta, Georgia, ADVENTpds, LLC grew out of the construction and project management expertise of Hardin Construction Company, LLC, which has earned a 65 year reputation for integrity and client satisfaction, including the successful delivery of thousands of complex and demanding projects. ADVENTpds expands upon this tradition of excellence with its own reputation in the U.S. hospitality development and project management industry.

Services include, but are not limited to the following: Project Planning, Professional Consultant Team Selection, Project Management and Co- ordination, Cost Estimating, Collaborative Project Schedule Management, ‐Municipal Approvals, Value Engineering, Purchasing and Installation of Fixtures, Furniture, and Equipment, Reporting, and Project Closeout.

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SUMMIT CONTRACTOR’S GROUP, INC Summit Companies, specializing in multi-family construction, have completed in excess of 250 projects across the nation since 1989. With an experienced management team combined with strong subcontractor relationships, Summit has been able to complete over 60,000 apartment units and over 8 million square feet of commercial projects in the form of offices, warehouses, retail establishments, hotels, and various multi-use developments.

Superior product, a genuine commitment to quality control, and the ability to nurture and build solid client relationships over the years have been just a few of the many qualities that have set Summit apart from its competition.

GABLES RESIDENTIAL MANAGEMENT, INC. Gables Residential is a privately owned REIT, specializing in the development, construction, ownership, acquisition and management of multi-family communities and mixed-use developments. Currently Gables manages over 38,000 rental units for third party owners as well as its own portfolio. Gables provides day-to-day property management services to WholeLife, including leasing, operations, maintenance, human resources, and resident services (including concierge services).

For each community, Gables will enter into a management agreement which spells out its duties and compensation. For most WholeLife developed properties, whether owned by the Company or third parties, Gables receives a management fee of 3.25% of gross revenues, subject to certain minimums during pre-leasing and leasing up. For contracts with the Company the term of a standard agreement is one (1) year.

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SCHAUMBURG ARCHITECTSSchaumburg Architects is a world renowned design firm headquartered in Fort Worth, Texas, known for uniquely designed residential and commercial structures. Schaumburg Architects specializes in a wide variety of design and architecture such as luxury homes, high-rises, office complexes, medical plazas, museums, and schools. Ken Schaumburg has produced projects both nationally and internationally.

5. SPONSORSHIP

WholeLife Companies, Inc, is a publicly traded development company designed to create luxury rental living communities integrating the concepts and practices of a healthy and enriching lifestyle into the creation of the community.

The Company was incorporated in the State of Delaware in May, 2013, WholeLife Companies, Inc. was created around an innovative approach to addressing the issues of happiness, health, longevity and the preservation of wealth for today’s active adults.

WholeLife has merged the latest designs, models and concepts from around the world into an intelligent community development program.

SERVICES

From concept to finish-out, throughout every stage of planning and development, everything WholeLife Companies does is geared toward creating real estate solutions and client satisfaction.

Services include: site selection / acquisition, cost budgets, municipal incentive negotiation, financing assistance / due diligence, zoning / plan approvals, contract management (interviews, selection, negotiation, management), architects / engineers / land planners / interior design, consultants / testing services, contractors (building, interiors, site), technology (information, security, audio / visual), wellness integration, real estate advisory services, real estate sales, marketing (branding and re-branding), project evaluation and exit strategies

WholeLife Companies Inc.WholeLife Companies, Inc.

The WholeLife Companies team experience includes over 3,000 single- family homes and ‐condominiums in duplex, triplex and quadraplex configurations, as well as numerous other commercial developments.

JW Marriott Houston, TX Lincoln Center Office Tower Miami, FL North Mississippi Medical Center Tupelo, MS Brickell Bay Office Tower Miami, FL Thurston Bowles Building University of North Carolina School of Medicine

Morgan Keegan Tower Memphis, TN The Peabody Little Rock, AR Wellstone in Bluffton Bluffton, SC Doubletree Convention Center Tulsa, OK Hilton Hotel Knoxville, TN

Partial List of Past Projects:

WholeLife Companies Inc.WholeLife Companies, Inc.

As Wellstone, we developed and operated facilities in Florida, Tennessee, Texas and Oklahoma. These are eight communities sold to Senior Lifestyle Corp.

Lewisville EstatesLewisville, Texas49 Units Assisted Living111 Units Independent Living

Copper Lake EstatesEdmond, Oklahoma48 Units Assisted Living125 Units Independent Living

Lake Forest ParkFort Pierce, Florida68 Units Assisted Living59 Units Independent Living

Glenbrooke at Palm BayPalm Bay, Florida170 Units Independent Living

Newforest EstatesSan Antonio, Texas198 Units Independent Living

Montclair EstatesGarland, Texas111 Units Independent Living

The BarringtonLargo, Florida33 Units Assisted Living116 Units Independent Living

Lake Howard HeightsWinter Haven, Florida30 Units Assisted Living100 Units Independent Living

WholeLife Companies Inc.Wellstone Projects

John B Lowery, Director, President and CEO

Mr. Lowery serves as a Director, President and Chief Executive Officer of the Company and was the sole member of WholeLife Companies, LLC, a real estate development company headquartered in Oklahoma City, Oklahoma which was acquired by the Company. John B. Lowery serves as Director, President and Chief Executive Officer of the Company. He is responsible for strategic planning, strategic third party alliances, banking and financial relationships, and general corporate oversight. Mr. Lowery also serves as President and Chief Executive Officer of Lowery Companies, a privately held commercial real estate development and construction company, and Lowery Construction. In his experience with real estate development and construction, Mr. Lowery has worked with financial institutions, owners, developers, governmental agencies, design consultants and construction contractors in all segments of the construction industry. Previously, Mr. Lowery served as President of Fidelity National Bank Holding Company. Mr. Lowery also served as the Chief of Staff to Harold E. Ford, Sr., member of United States House of Representatives.

WholeLife Companies Inc.Principal Biographies

Richard Labarthe, Director, Secretary Executive VP Legal Affairs

A native of Stillwater and Tulsa, Oklahoma, Mr. Labarthe is a 1982 graduate of Oklahoma State University. He graduated from the University of Oklahoma College of Law, magna cum laude, in 1985. From 1985 to 1996, he practiced law as an associate and shareholder with the Oklahoma City-based firm, Mock Schwabe Waldo Elder Reeves & Bryant. From 1996 to 2008 he continued practicing in Oklahoma City as a partner in Schneider & Labarthe. Since 2008, Mr. Labarthe has practiced through his firm, the Law Offices of Richard C Labarthe, PC.,The bulk of Mr. Labarthe’s practice in recent years has been devoted to the representation of development and energy companies. Mr. Labarthe's practice is concentrated in commercial and real estate law, debtor-creditor law, banking law and business workouts. In addition to service on the Commercial Law section of the Oklahoma Bar Association, Mr. Labarthe is also a commercial real estate broker. He has served on the boards of the Urban League of Oklahoma City, the Police Athletic League and St. John's Catholic Church in Edmond, Oklahoma and he has served as a leader in two troops of the Last Frontier Council of the Boy Scouts of America.


John Ottinger

Mr. Ottinger serves as a Director, Vice President, and Chief Operating Officer of the Company. Since July, 2012, Mr. Ottinger worked with WholeLife, LLC in an unpaid position. From May, 2009 to July, 2012 Mr. Ottinger was semi-retired and working on a number of financial and development consulting projects with various not-for-profit (including churches) and for-profit organizations in the areas of assisted living and residential memory care. For the 23 years prior to July, 2009, Mr. Ottinger served as the COO and CFO of Cornerstone Ministries Investments, Inc. and its predecessors, coordinating both financial and investment policies, and closing transactions to fund various not-for-profit and for-profit real estate projects including churches, schools and retirement communities. From January, 2008 to May, 2009, Mr. Ottinger served as the interim CEO of Cornerstone Investments during a part of its Chapter 11 filing. In 2005, Mr. Ottinger developed a private equity fund Wellstone Retirement Communities, LLC that acquired the senior housing assets previously financed by Cornerstone from the not-for-profit owners enabling the senior housing communities to repay, in full, their loans to Cornerstone. In 2007, Mr. Ottinger assisted in negotiating the sale of the ten communities owned by Wellstone Retirement Communities for $175 million to a private owner operator. Mr. Ottinger graduated from the University of Delaware magna cum laude and with distinction in 1976 with a Bachelor of Arts degree in Political Science and Westminster Theological Seminary in 1979 with a M. Div.


Regan Williams, Executive VP, Chief Financial Officer

Ms. Williams serves as a Director, Executive Vice President and Chief Financial Officer of the Company. From 1997 to 1999, Ms. Williams worked at Paul Brown & Associates, a public accounting firm. She was responsible for maintaining and preparing financial records for a wide variety of business clients and preparing tax returns, both business and personal. From 1999 to 2006, Ms. Williams worked at Elias, Books, Brown and Nelson, PC as their controller and legal administrator. She supervised more than 15 people and handled all financial, budgeting, billing, personnel, payroll, insurance and tax matters for the law firm. In 2004 Ms. Williams went to work for David Greenwell and Associates, a public accounting firm while continuing to provide all financial record support and responsibility for Elias, Books, Brown & Nelson. At David Greenwell and Associates, Ms. Williams was responsible for multiple companies in a varying level of financial responsibilities. She was also involved in audit and tax preparation.

In 2006 Regan Williams began her own Certified Public Accounting firm and offers CPA services on an as needed basis allowing companies to benefit from the expertise of a CPA without the full time cost of a CPA. Her practice has grown to include a wide variety of business sectors including law firms, oil and gas companies, furniture store, marketing and advertising firms, multi-state bakery and real estate development. Ms. Williams received her Bachelor of Science from University of Central Oklahoma in 1993 with a major in accounting. She passed the Certified Public Accountant exam in 1996. She received a Masters of Business Administration with an emphasis in management information systems in 2001.


DJ Van Keuren, Executive VP, Capital Markets

Mr. Van Keuren has over 20 years’ experience in finance, investment banking, and real estate obtaining over $350 Million in capital commitments in 2012. Among DJ’s experience includes; Director of capital markets (equity & debt) for both a domestic and international real estate development company with a focus on luxury condominiums, luxury multifamily apartments and hotels, Director at boutique investment banking firms Venture Partners Capital, and Puritan Securities where he focused on real estate, energy and healthcare. Managing Director & Partner at Hudson Commercial Capital, a commercial finance company where he was responsible for the strategic direction and long-term planning of the firm, the management of the company fund, and the implementation of the Company's overall marketing and investment strategy and COO for ONYX Capital, an alternative asset, real estate due diligence and capital markets group. In addition, DJ served as a Director with Walton International, an international real estate land banking investment firm, where he assisted in the development of the Company’s expansion into the US, including establishing the US office, branding and the capital markets channel for projects totalling over $100 million USD, and Managing Director for the Horison Management Group where he acted as the Fund Manager for the American Dream Real Estate Fund.

Mr. Van Keuren is a member of the Urban Land Institute, the Harvard Alumni Association and the Harvard Club of NYC. He is the President and Board Member for the Harvard Real Estate Alumni Organization (HREAO) and a Board Member of the Alumni Advisory Board for the Real Estate Academic Initiative at Harvard (REAI). DJ received his B.A. from Ball State University, attended graduate studies in Real Estate from the NYU Schack Real Estate Institute, and received his Masters Degree from Harvard University in Management and Finance. He has his NYS Real Estate Brokers License and holds his Securities licenses with Investment Banking Firm Oakhill Securities.


William Shapard, Executive VP, Marketing

Mr. Shapard brings 10 years of market research experience to WholeLife Companies, working in hard to reach populations including affluent seniors and the Baby Boomer generation. Bill is the founder of ShapardResearch, a full service primary and secondary research firm and the largest market research in the state of Oklahoma. Bill has conducted hundreds of research studies, across a varied of target populations, in every state in the continental United States. Prior, Bill worked in Washington DC, serving as the Press Secretary for former USRep JC Watts (R-OK) and the House Republican Conference.

Bill holds a B.A. in Marketing from the University of Mississippi and is certified as a PRC, a professional researcher at the expert level by the Market Research Association (MRA).


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APPENDIX 1 – WHOLELIFE COMMUNITIES

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The Traditions Community

The WholeLife Traditions community consists of 100-150 single level residences of from 1,500 to 2,000 square feet designed with the look and feel of the fine traditional homes. Sumptuous landscaping, sidewalks, streetlights, and the ambiance of traditional American communities. The expansive and highly functional WholeLife Club is at the center of life for residents. It contains space for gatherings and events, a state of the art fitness center, pool, game room and business center and more.

WholeLife Companies Inc.Traditions Community

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The Courtyard Community

The WholeLife Courtyard community is designed as mid-rise height buildings with each building consisting of between eight to twelve 1800 square foot units. The buildings will be designed as four stories and include ground floor parking and three levels of residences. The residences will fit into town-center style communities with beautiful landscaping, sidewalks and streetlights. The WholeLife Club will also be featured along will the other 4-star style amenities and concierge.

WholeLife Companies Inc.Courtyard Community

Conceptual Placeholders

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WholeLife Companies Inc.Concierge Community

The Concierge Community

The WholeLife Concierge model is like living in a grand hotel with 75 residences with 2600 square feet in high-rise configurations. Locations are distinctly urban with immediate proximity to entertainment, recreation, the arts and more. The concierge staff attends to every need and residents offered a menu of standard and al a carte services usually associated with only the most exclusive hotels and resorts.

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WholeLife Companies Inc.Construction Budgets (Prototypical)

The following budget was prepared to represent a prototypical community with 104 units and 180,800 square feet (inclusive of the WholeLife Clubhouse.) Construction is anticipated to take approximately 24 months (maximum in a typical Southern US climate.) The relatively short construction time is beneficial as it keeps carrying costs and capitalized interest expense down. In addition, residences can be delivered 4 at a time to allow for rent absorption to occur prior to the completion of construction.

WholeLife Prototypical Construction Budget (Traditions)

Category Budget Cost/UnitCost/Sq.Ft. Assumptions

Land Purchase Cost $3,000,000 28,846 $16.97 # of Units - 104

Legal Fees $50,000 481 $0.28 Total Sq Ft - 176,800

Municipality Assessments $125,000 1,202 $0.71Construction Duration- 24

months

Civil Engineering $100,000 962 $0.57Bank Interest Expense $950,000 9,135 $5.37Origination Fee $500,000 4,808 $2.83Architectural Fees $135,000 1,298 $0.76On-Site Management/Supervision $120,000 1,154 $0.68General Contractor $15,028,000 144,500 $85.00Entry $50,000 481 $0.28Clubhouse $500,000 4,808 $2.83Insurance, Liability $360,000 3,462 $2.04Insurance Builders Risk $200,000 1,923 $1.13Furnishings, Models & Clubhouse $167,500 6,700 $25.00Property Taxes $100,000 962 $0.57Landscape Maintenance $50,000 481 $0.28Utilities (const. period) $50,000 481 $0.28Site Development $3,000,000 28,846 $16.97Landscaping $500,000 4,808 $2.83Athletic, Therapeutic Equipment $50,000 481 $0.28Development Contingency $500,000 4,808 $2.83Real Estate Commission $800,000 7,692 $4.52Total $26,335,500 258,315 $173.01

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WholeLife Companies Inc.Sample Community Layout

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WholeLife Companies Inc. Sample Community Layout

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WholeLife Companies Inc.Sample Floor Plans

Yorkshire and Dartmouth (Duplex)

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WholeLife Companies Inc.Sample Floor Plans

Hathaway and Cambridge (Quadplex)

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WholeLife Companies Inc.Sample Community Photos

*Pictures are for conceptual purposes only as each community will be designed to fit the character of the locality.

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