Hanover Meadows Offering Memorandum 2

Hanover Meadows
Active Adult Community Development Opportunity
New Hanover Township, Montgomery County, PA

Heritage Building Group, Inc.
Charles C. Sturges, IV
Vice President - Land Acquisition & Sales
2500 York Rd.
Jamison, PA 18929
215-491-7771

Table of Contents
Confidentiality Statement

I. Executive Summary
II. Project Overview
Hanover Meadows Site Plan
Locator Map
Aerial Map
Approvals
Project Background
Lot Schedule
Master Planned Community Site Plan
Common Site Improvements
III. Hanover Meadows Components Detailed
412-Unit Active Adult Community
204-Unit Senior Apartment Community
254-Unit Continuing Care Retirement Community
IV. Market Analysis
Market Analysis
Active Adult Competitors Analysis
Area Amenities
New Hanover Housing Pipeline
New Hanover Housing Map
V. Appendix
New Hanover Township Order
Conceptual Phasing Plan


The material contained in this Marketing Book is confidential, furnished solely for
the purpose of considering the acquisition of Hanover Meadows (the “Project”) and
is not to be used for any other purpose or made available to any other person without
the express written consent of Heritage Building Group, Inc (the “Owner”). This
material is based upon information supplied by the Owner from sources that are
deemed reliable. No warranty or representation, express or implied, is made by the
Owner, or any of their affiliates and/or assignees, as to the accuracy or completeness
of the information contained herein.

Executive Summary
Heritage Building Group is proud to present Hanover Meadows; a Master Planned, Mixed-Use
development opportunity, featuring up to 870 units of Age Restricted housing, ideally located
in New Hanover Township, Montgomery County, PA that is being offered for sale on an
approved basis.

Situated on approximately 215 pristine acres adjacent to Route 663 and Route 73, Hanover
Meadows provides an array of highly marketable housing product types to a wide spectrum of
buyers in a supply-constrained market.

Hanover Meadows promises to be the region’s premiere Age Restricted Community and offers
three distinct development opportunities for: Active Adult home builders, Senior Apartment
builders and operators, and Continuing Care Retirement Campus builders and operators, while
minimizing the risk and capital required to develop the project in its entirety. This combination
of uses will allow the end buyers the ability to move seamlessly within one broad campus,
between the different components developed by one or multiple builders.

Hanover Meadows consists of three major components that are available to be acquired and
developed together or separately from each other:

 412 unit Active Adult Retirement Community (“AARC”) with three different types of
lots (187 single-family detached lots, 32 twins lots, 197 townhouses lots); this section
will be sold with Final Approval and all permits required to begin construction

 204 unit multi-family section that can be developed as Senior Apartments or as an
Active Adult Condominium Community; this section will be sold with Final Approval
and all permits required to begin construction

 254 unit Continuing Care Retirement Community (“CCRC”) consisting of Independent
and Assisted Living Facilities; this section will be sold with Conditional Use Approval
and requires the buyer to obtain Final Subdivision and Land Development Approval
and all necessary permits

The Master Planned Community at Hanover Meadows has been designed to maximize
flexibility in the overall development of the site and enables multiple developers the
opportunity to acquire different sections, and thereby attracting different segments of the
market, appealing to buyers that are 55-and-better who are searching for lifestyle and value.

Hanover Meadows also boasts the convenience and option for buyers who elect to age
gracefully in place in the comfort of one Master Planned Community.

I. Active Adult Retirement Community:
Hanover Meadows has been designed to include, or is in close proximity to, the many
amenities that are necessary to complement the lifestyles desired by Age Qualified buyers. In
addition to designing the project to provide a clubhouse area that will be up to 16,000 square
feet, and providing areas for a large swimming pool, walking trails, bocce and shuffleboard
courts, three golf courses are located within a short drive of the AARC. Every detail at
Hanover Meadows Active Adult Community was carefully designed to provide the resort-style
living that will attract future residents of the community. Hanover Meadows provides a
distinct, Active Adult-oriented lifestyle choice, rather than simply a place to live

Hanover Meadows consists of three different housing types that will offer Active Adult
residents a wide selection and range of housing options.

Typ. Lot Area Typ. Lot Width Typ. Lot Typ. Bldg. Env. Typ. Bldg. Env.
Product Type
(sq ft) (ft) Depth (ft) Width (ft) Depth (ft)
Singles 8,000 64 128 44 73
Twins 5,824 51 109 41 62
Towns 3,720 30 124 30 74

II. Senior Apartments/Condominiums:
Attractively designed apartments marketed solely for seniors are in short supply in the region.
Hanover Meadows is very unique in its design and features a 204 unit component that is
comprised entirely of senior apartments that can be leased to this growing segment of the
market. Alternatively, the 204 units can be sold as condominiums. This component can be
purchased separately from the Master Planned community with the possibility of employing a
shared amenities package with the developer of the Active Adult Retirement Community.

III. Continuing Care Retirement Campus:
Hanover Meadows also features a 254 unit Continuing Care Retirement Campus (CCRC) that
can be acquired separately from the balance of the site. The CCRC component has Conditional
Use Approval to develop Independent Living and Assisted Living Facilities that are naturally
buffered from the adjacent uses. A brand new YMCA is in operation a short distance from the
CCRC component, which will ultimately provide a new layer of convenience and more
opportunities for the residents of Hanover Meadows to engage in activities and to interact with
their neighbors.
Building Type Number of Number of Lot Size
Units Beds* Sq. Ft.*
Independent Living 190 209 11 Acres
Full Care 64 128 5 Acres
Total: 254 337 16 Acres
*Number of beds is dependent upon the number of parking spaces that will be provided

Ideally located in New Hanover Township, the three components at Hanover Meadows are
competitively positioned for success within the Age Restricted market. By the year 2010, New
Hanover Township’s population is expected to increase by 25%, the 5th largest percentage
increase within Montgomery County. Even more astounding, New Hanover is expected to
undergo a 98% increase in population by 2025, marking the single largest percent increase of
any municipality in Montgomery County. Hanover Meadows is not only located in one of the
fastest growing municipalities but is situated within a municipality located in one of the most
rapidly aging geographic areas in the entire state. Twenty percent of the current residents in
New Hanover qualify for age restricted housing and as a result, is potentially in the market for
a new home in an Active Adult Community such as Hanover Meadows.

New Hanover Township’s unique location in Montgomery County, equidistant to Berks,
Bucks, Chester, Lehigh and Philadelphia Counties ensures that future residents will have
access to the desirable destinations and amenities of all six counties, including corporate
campuses, healthcare facilities, recreation areas, vast retail locations, educational
establishments, museums and other cultural institutions, via a superior network of highways
and by public transportation for non-driving residents.

To further meet the needs of the residents of Hanover Meadows and the Township, Heritage
Building Group has also obtained the necessary approvals to develop of a 275,000 square foot
shopping center (New Hanover Crossing) adjacent to Hanover Meadows. Proposed tenants
will include a grocery store, a pharmacy, a bank and a casual dining restaurant, among other
retail stores.

Hanover Meadows is proudly offered to the development community in three sections with
pricing as follows:
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This visionary land plan integrates three different and distinct housing options which will
target a wider range of potential buyers for Active Adult and Continuing Care housing, and
lessees of Senior Apartments. The synergy that can be captured between these three sections is
projected to increase absorption rates, unit prices, and maintain higher occupancy rates while
also providing the unique opportunity for residents to age gracefully and comfortably in one
location.
The following material is a synopsis of the information relative to the property and provides detailed information
pertaining to Lot Information, Location Maps, a Market Analysis and Site Plans. A complete plan set is available
upon request. The information has been obtained from sources deemed reliable. However, Heritage Building
Group, Inc. makes no representation with respect to the accuracy of this information.

Project Background
Location Map

Hanover Meadows

Driving Directions:

From Route 422: Take the Sanatoga exit of Route 422. Turn left onto E. High Street for .5 miles and turn right onto
N. Sanatoga Rd. Go 1.2 miles and turn right onto N. Pleasant View Rd. N. Pleasant View Rd. becomes Sanatoga Rd.
again after .8 miles. Turn left onto Swamp Pike Rd and continue for about 2 miles. Turn Right onto North Charlotte
(Route 663). Hanover Meadows will be on your right.

From the Northeast Extension (I-476): Take Exit #44 of the Northeast Extension (I-476) onto PA-663 toward
Pottstown approximately 12.1 miles. Turn left onto Big Road (PA-73) and travel about 1 mile to arrive at Hanover
Meadows.

Hanover Meadows

Approvals:

Currently a Joint 105 Permit and a Highway Occupancy Permit remain outstanding but both
will be procured by the Seller prior to Closing. Hanover Meadows will be sold with all
applicable approvals and permits in place for the 412 Active Adult units and the 204 Senior
Apartments/Condominiums. It is estimated that these units may begin construction in
November 2008. Public sanitary sewer treatment is available to the property, pursuant to the
completion of a plant expansion by the New Hanover Township Sewer Authority. Construction
may begin on the 254 unit Continuing Care Retirement Community after the Buyer has
received all necessary approvals and permits.

Project Background:

In addition to Hanover Meadows, Heritage Building Group is developing two adjacent
projects: Hanover Glen - a 40 lot detached single family home community; and New Hanover
Crossing – a 275,000 retail shopping center. The development of these projects will require
the construction of certain common off-site improvements which include highway
improvements along Routes 73 and 663, off-site sewer lines, the extension of Miles Road, and
a gas line approach.

With respect to the Highway Improvements, each project will have an individual Penn DOT
permit, however, the three individual permits will have an overlapping scope of work.
Heritage has developed cost estimates for these common off-site improvements and has
assigned contributions and reimbursements for each respective project to facilitate and insure
the necessary funding for the construction of the off-site improvements. The builder(s) of
Hanover Meadows will be responsible for the scope of work required by its respective Penn
DOT permit, including posting required financial security, and will receive a reimbursement
for the overlap work in the event Hanover Meadows starts before either or both of the
contiguous projects. Likewise, in the event one or both of the contiguous projects starts before
Hanover Meadows then the builder(s) of Hanover Meadows will make a contribution for the
cost of common off-site improvements constructed by the other builder(s).

For the Hanover Meadows project, the assigned reimbursements and contributions for
common off-site improvements are as follows:

If Hanover Meadows Starts First - The builder(s) of Hanover Meadows will receive a total
reimbursement of $535,000 consisting of: $200,000 for the gas line approach from the builder
of Hanover Glen and the builder of New Hanover Crossing plus an additional $335,000 for the
Highway Improvement overlap with New Hanover Crossing. These reimbursements will be
secured by a cash escrow to be posted by the Seller at the closing of the sale of Hanover
Meadows. Each component of the reimbursement will be paid in two stages, 50% will be
funded when the work is 50% complete and the balance of the reimbursement when the work
is substantially complete.

If One or Both of the Other Contiguous Projects Starts Before Hanover Meadows – The
builder(s) of Hanover Meadows will be responsible for a total potential contribution of
$597,500 for common off-site improvements if both of the other projects start prior to Hanover
Meadows. The components of the $597,500 are: $262,500 for the gas line approach if the
builder of Hanover Glen starts prior to Hanover Meadows and $335,000 for Highway
Improvement overlap with the builder of New Hanover Crossing.

The purchaser(s) of Hanover Meadows will have to secure its/their total potential contribution
of $597,500 by providing acceptable financial security. Contribution amounts will be due only
in the event construction of common off-site improvements are commenced by another
builder(s) prior to the start of construction of Hanover Meadows. The $597,500 contribution
may be reduced depending on the order of each project starting.

In the event Hanover Meadows starts before one or both of the other projects and the buyer(s)
of Hanover Meadows undertakes construction of the common off-site improvements then the
contribution/financial security amount will be modified or cancelled.

The contribution for each component of the common off-site improvements will be payable in
two stages, 50% will be funded when the work is 50% complete and the balance of the
reimbursement when the work is substantially complete.

The amounts of reimbursements and contributions are fixed amounts. The builder of each
project will be responsible for estimating the costs for off-site improvements which may be
required to be constructed at the start of each project but the reimbursement and contribution
amounts set forth above will be fixed amounts.

HANOVER MEADOWS

Lot Area (sq Lot Width (ft) Lot Depth Bldg. Env. Bldg. Env. Depth
Lot No. Product Type
ft) @ BSBL (ft) Width (ft) (ft)
1 Single 8,014 60.00 124.00 44.00 60.00
2 Single 9,293 60.00 125.00 40.00 64.00
3 Single 11,067 60.00 141.00 40.00 80.00
4 Single 10,693 58.00 146.00 40.00 62.00
5 Single 9,216 64.00 144.00 44.00 74.00
6 Single 9,216 64.00 144.00 44.00 74.00
7 Single 9,216 64.00 144.00 44.00 74.00
8 Single 9,216 64.00 144.00 44.00 74.00
9 Single 9,216 64.00 144.00 44.00 74.00
10 Single 9,216 64.00 144.00 44.00 74.00
11 Single 9,072 63.00 144.00 43.00 74.00
12 Single 9,072 64.00 144.00 44.00 74.00
13 Single 11,451 70.00 135.00 44.00 84.00
14 Single 13,848 78.38 193.00 44.00 54.00
15 Single 10,620 85.18 124.00 44.00 69.00
16 Single 7,936 64.00 124.00 44.00 74.00
17 Single 7,936 64.00 124.00 44.00 74.00
18 Single 7,936 64.00 124.00 44.00 74.00
19 Single 7,936 64.00 124.00 44.00 74.00
20 Single 10,019 62.00 120.00 42.00 68.00
21 Single 8,615 62.00 120.00 42.00 69.00
22 Single 8,777 65.00 124.00 45.00 69.00
23 Single 9,924 66.00 124.00 40.00 68.00
24 Single 10,329 65.00 124.00 44.00 70.00
25 Single 10,979 62.00 127.00 42.00 70.00
26 Single 10,244 64.00 126.00 44.00 68.00
27 Single 7,924 64.00 124.00 44.00 68.00
28 Single 9,545 77.00 124.00 57.00 68.00
29 Single 7,936 64.00 124.00 44.00 68.00
30 Single 9,734 78.50 124.00 54.00 68.00
31 Single 10,540 85.00 124.00 55.00 68.00
32 Single 7,936 64.00 124.00 44.00 68.00
33 Single 9,896 80.00 124.00 55.00 68.00
34 Single 9,662 78.00 124.00 53.00 69.00
35 Single 7,811 62.99 124.00 43.00 69.00
36 Single 7,396 64.00 124.00 44.00 69.00
37 Single 7,936 64.00 124.00 44.00 69.00

HANOVER MEADOWS

38 Single 10,580 83.50 124.00 44.00 69.00
39 Single 7,937 64.00 124.00 44.00 69.00
40 Single 7,955 64.00 124.00 44.00 69.00
41 Single 7,954 64.00 123.99 44.00 69.00
42 Single 7,935 64.00 123.99 44.00 69.00
43 Single 7,935 64.00 123.99 44.00 69.00
44 Single 10,800 87.11 122.02 54.00 69.00
45 Single 7,936 64.00 124.00 44.00 69.00
46 Single 7,688 62.00 124.00 42.00 69.00
47 Single 9,569 78.00 124.00 52.00 69.00
48 Single 8,336 64.00 127.65 44.00 64.00
49 Single 8,532 65.71 130.50 44.00 75.00
50 Single 8,352 64.00 130.50 44.00 75.00
51 Single 8,221 63.00 130.50 43.00 75.00
52 Single 8,192 64.00 128.00 44.00 73.00
53 Single 11,499 90.00 128.00 54.00 73.00
54 Single 8,196 64.03 128.00 44.00 73.00
55 Single 8,196 64.03 128.00 44.00 73.00
56 Single 8,196 64.03 128.00 44.00 73.00
57 Single 8,196 64.03 128.00 44.00 73.00
58 Single 8,196 64.03 128.00 44.00 73.00
59 Single 13,801 120.00 128.00 45.00 73.00
60 Single 10,989 85.00 128.00 40.00 73.00
61 Single 8,773 60.00 128.00 40.00 73.00
62 Single 10,061 60.00 128.00 40.00 73.00
63 Single 10,494 61.00 134.00 41.00 78.00
64 Single 9,909 66.00 128.00 41.00 73.00
65 Single 8,192 64.00 128.00 44.00 73.00
66 Single 8,704 68.00 128.00 44.00 73.00
67 Single 10,693 84.00 128.00 59.00 73.00
68 Single 9,891 56.00 125.00 36.00 70.00
69 Single 10,005 56.00 128.00 36.00 69.00
70 Single 8,030 64.00 124.00 44.00 69.00
71 Single 7,936 64.00 124.00 44.00 69.00
72 Single 7,936 64.00 124.00 44.00 69.00
73 Single 7,940 64.00 124.00 44.00 69.00
74 Single 8,546 64.00 130.00 44.00 76.00

HANOVER MEADOWS

75 Single 15,951 60.00 170.00 40.00 80.00
76 Single 23,419 60.00 220.00 40.00 80.00
77 Single 14,110 64.00 150.00 44.00 66.00
78 Single 8,908 64.00 139.00 44.00 70.00
79 Single 8,921 64.00 139.00 44.00 70.00
80 Single 8,926 64.00 139.00 44.00 70.00
81 Single 10,066 64.00 139.00 44.00 70.00
82 Single 15,777 66.00 150.00 46.00 72.00
83 Single 19,083 75.00 126.00 54.00 52.00
84 Single 16,180 60.00 156.00 45.00 85.00
85 Single 9,192 100.00 124.00 40.00 54.00
86 Single 7,979 64.00 124.00 44.00 69.00
87 Single 7,962 64.00 124.00 44.00 69.00
88 Single 8,003 64.00 124.00 44.00 69.00
89 Single 10,817 140.00 124.00 40.00 55.00
90 Single 8,014 64.00 123.00 44.00 68.00
91 Single 7,934 64.00 123.97 44.00 69.00
92 Single 7,934 64.00 123.97 44.00 69.00
93 Single 10,613 112.00 110.00 44.00 54.00
94 Single 11,834 91.00 125.00 61.00 68.00
95 Single 10,768 65.00 112.00 44.00 64.00
96 Single 8,211 64.00 110.00 44.00 64.00
97 Single 11,581 66.00 126.00 44.00 65.00
98 Single 10,849 70.00 157.00 44.00 103.00
99 Single 11,967 144.00 120.00 44.00 60.00
100 Single 8,746 64.00 126.84 44.00 71.00
101 Single 11,414 9001.00 126.78 70.00 71.00
102 Single 8,114 64.01 126.74 44.00 71.00
103 Single 8,111 64.01 126.70 44.00 71.00
104 Single 8,109 64.01 126.66 44.00 71.00
105 Single 8,030 64.00 126.00 44.00 71.00
106 Single 11,554 120.00 110.00 44.00 48.00
107 Single 12,076 61.00 150.00 40.00 100.00
108 Single 9,543 65.00 130.00 44.00 72.00
109 Single 7,980 64.00 125.00 44.00 71.00
110 Single 8,000 64.00 125.00 44.00 71.00
111 Single 8,000 64.00 125.00 44.00 71.00

HANOVER MEADOWS

112 Single 8,000 64.00 125.00 44.00 71.00
113 Single 8,000 64.00 125.00 44.00 71.00
114 Single 8,000 64.00 125.00 44.00 71.00
115 Single 8,000 64.00 125.00 44.00 71.00
116 Single 8,000 64.00 125.00 44.00 71.00
117 Single 7,750 62.00 125.00 42.00 71.00
118 Single 10,291 82.50 125.00 57.50 71.00
119 Single 10,041 80.50 125.00 55.50 70.00
120 Single 8,000 64.00 125.00 44.00 70.00
121 Single 8,000 64.00 125.00 44.00 70.00
122 Single 8,000 64.00 125.00 44.00 70.00
123 Single 8,000 64.00 125.00 44.00 70.00
124 Single 8,000 64.00 125.00 44.00 70.00
125 Single 8,000 64.00 125.00 44.00 70.00
126 Single 8,000 64.00 125.00 44.00 70.00
127 Single 8,000 64.00 125.00 44.00 70.00
128 Single 8,000 64.00 125.00 44.00 70.00
129 Single 8,000 64.00 125.00 44.00 70.00
130 Single 8,000 64.00 125.00 44.00 70.00
131 Single 8,000 64.00 125.00 44.00 70.00
132 Single 8,000 64.00 125.00 44.00 70.00
133 Single 8,000 64.00 125.00 44.00 70.00
134 Single 8,000 64.00 125.00 44.00 70.00
135 Single 9,600 64.00 136.00 44.00 66.00
136 Single 8,670 64.00 136.00 44.00 66.00
137 Single 8,704 64.00 136.00 44.00 66.00
138 Single 8,704 64.00 136.00 44.00 66.00
139 Single 8,686 64.00 136.00 44.00 67.00
140 Single 10,850 81.23 135.42 44.00 80.00
141 Single 9,011 64.00 141.00 44.00 71.00
142 Single 9,024 64.00 141.00 44.00 71.00
143 Single 9,024 64.00 141.00 44.00 71.00
144 Single 9,024 64.00 141.00 44.00 71.00
145 Single 9,024 64.00 141.00 44.00 71.00
146 Single 9,024 64.00 141.00 44.00 71.00
147 Single 9,024 64.00 141.00 44.00 71.00
148 Single 9,024 64.00 141.00 44.00 71.00

HANOVER MEADOWS

149 Single 9,024 64.00 141.00 44.00 71.00
150 Single 9,024 64.00 141.00 44.00 71.00
151 Single 9,024 64.00 141.00 44.00 71.00
152 Single 9,024 64.00 141.00 44.00 71.00
153 Single 9,024 64.00 141.00 44.00 71.00
154 Single 9,024 64.00 141.00 44.00 71.00
155 Single 9,024 64.00 141.00 44.00 71.00
156 Single 9,027 64.00 141.00 44.00 71.00
157 Single 8,792 64.00 139.00 44.00 69.00
158 Single 8,508 64.98 130.52 44.98 68.00
159 Single 11,482 90.00 128.00 54.00 73.00
160 Single 8,192 63.99 128.00 44.00 73.00
161 Single 8,192 64.00 128.00 44.00 73.00
162 Single 8,192 64.00 128.00 44.00 73.00
163 Single 8,192 64.00 128.00 44.00 73.00
164 Single 8,192 64.00 128.00 44.00 73.00
165 Single 8,192 64.00 128.00 44.00 73.00
166 Single 8,196 63.00 128.00 44.00 73.00
167 Single 8,192 64.00 128.00 44.00 73.00
168 Single 8,445 64.00 128.00 44.00 73.00
169 Single 8,183 64.00 128.00 44.00 73.00
170 Single 8,832 69.00 128.00 44.00 73.00
171 Single 8,192 64.00 128.00 44.00 73.00
172 Single 8,192 64.00 128.00 44.00 73.00
173 Single 8,192 64.00 128.00 44.00 73.00
174 Single 8,192 64.00 128.00 44.00 73.00
175 Single 8,192 64.00 128.00 44.00 73.00
176 Single 8,192 64.00 128.00 44.00 73.00
177 Single 8,832 69.00 128.00 44.00 73.00
178 Single 10,657 100.00 128.00 44.00 70.00
179 Single 8,806 64.00 128.00 44.00 73.00
180 Single 8,289 64.00 128.00 44.00 73.00
181 Single 8,192 64.00 128.00 44.00 73.00
182 Single 8,192 64.00 128.00 44.00 73.00
183 Single 8,192 64.00 128.00 44.00 73.00
Typ. 8,000 64 128 44 73
Avg. 9,236 116.71 130.46 44.59 70.68

HANOVER MEADOWS


184 Twin 8,262 75.00 109.00 45.00 59.00
185 Twin 5,865 54.00 109.00 41.00 59.00
186 Twin 6,519 47.00 109.00 37.00 59.00
187 Twin 6,736 50.00 124.00 40.00 70.00
188 Twin 14,732 45.00 168.00 35.00 100.00
189 Twin 7,624 52.00 137.00 42.00 84.00
190 Twin 7,869 47.00 112.00 37.00 62.00
191 Twin 5,824 52.00 112.00 42.00 62.00
192 Twin 5,824 52.00 112.00 42.00 62.00
193 Twin 5,824 52.00 111.99 42.00 62.00
194 Twin 5,823 52.00 111.99 42.00 61.00
195 Twin 5,857 52.00 111.99 42.00 61.00
196 Twin 7,812 47.00 110.75 37.00 61.00
197 Twin 5,795 50.00 110.75 40.00 61.00
198 Twin 7,374 43.00 117.93 33.00 66.00
199 Twin 7,084 47.00 117.93 37.00 66.00
200 Twin 6,946 54.00 123.53 44.00 62.00
201 Twin 9,298 75.00 120.00 44.00 62.00
202 Twin 9,064 75.00 119.32 44.00 69.00
203 Twin 7,084 58.00 119.32 48.00 69.00
204 Twin 6,878 51.87 132.00 42.00 81.00
205 Twin 6,865 52.99 128.00 42.00 79.00
206 Twin 10,569 74.00 139.60 45.00 75.00
207 Twin 7,313 52.00 139.60 42.00 90.00
208 Twin 6,128 51.00 118.29 41.00 61.00
209 Twin 6,177 51.00 118.00 41.00 62.00
210 Twin 6,350 51.00 120.00 41.00 66.00
211 Twin 6,496 51.00 127.92 41.00 68.00
212 Twin 6,540 51.00 128.51 41.00 71.00
213 Twin 6,574 51.00 129.22 41.00 71.00
214 Twin 6,607 51.00 129.87 41.00 72.00
215 Twin 6,640 51.00 129.87 41.00 73.00
216 Twin 7,904 45.00 170.00 30.00 96.00
Typ. 5,824 51 109 41 62
Avg. 7,220 53.42 123.59 40.70 69.15

HANOVER MEADOWS

217 Town 4,706 30.00 150.00 30.00 84.00
218 Town 4,407 30.00 143.00 30.00 74.00
219 Town 4,258 30.00 141.00 30.00 74.00
220 Town 6,337 30.00 140.00 30.00 74.00
221 Town 6,543 30.00 140.00 30.00 74.00
222 Town 4,394 30.00 144.00 30.00 74.00
223 Town 4,498 30.00 148.00 30.00 74.00
224 Town 7,184 30.00 110.00 30.00 74.00
225 Town 8,182 35.00 124.00 35.00 74.00
226 Town 3,720 30.00 124.00 30.00 74.00
227 Town 3,720 30.00 124.00 30.00 74.00
228 Town 3,720 30.00 124.00 30.00 74.00
229 Town 4,684 30.00 124.00 30.00 74.00
230 Town 9,174 34.00 130.00 34.00 80.00
231 Town 5,469 30.00 180.00 30.00 70.00
232 Town 5,189 30.00 170.00 30.00 115.00
233 Town 4,830 30.00 160.00 30.00 100.00
234 Town 9,393 30.00 140.00 30.00 80.00
235 Town 4,956 40.00 124.00 30.00 74.00
236 Town 3,707 30.00 124.00 30.00 74.00
237 Town 3,720 30.00 124.00 30.00 74.00
238 Town 3,720 30.00 124.00 30.00 74.00
239 Town 5,699 45.96 124.00 30.00 74.00
240 Town 5,828 47.00 124.00 30.00 74.00
241 Town 3,720 30.00 124.00 30.00 74.00
242 Town 3,720 30.00 124.00 30.00 74.00
243 Town 3,720 30.00 124.00 30.00 74.00
244 Town 5,580 45.00 124.00 30.00 74.00
245 Town 5,828 47.00 124.00 30.00 74.00
246 Town 3,720 30.00 124.00 30.00 74.00
247 Town 3,720 30.00 124.00 30.00 74.00
248 Town 3,720 30.00 124.00 30.00 74.00
249 Town 5,884 47.00 124.00 30.00 74.00
250 Town 5,735 45.00 126.78 30.00 76.00
251 Town 3,910 30.00 128.54 30.00 78.00
252 Town 4,111 30.00 133.48 30.00 78.00
253 Town 4,621 30.00 146.00 30.00 80.00

HANOVER MEADOWS

254 Town 10,228 49.00 172.00 30.00 82.00
255 Town 6,091 49.00 124.65 30.00 74.00
256 Town 3,740 30.00 124.65 30.00 74.00
257 Town 5,111 41.00 124.65 30.00 74.00
258 Town 5,580 45.00 124.00 30.00 74.00
259 Town 3,709 30.00 124.00 30.00 74.00
260 Town 5,355 37.00 124.00 30.00 74.00
261 Town 9,248 30.00 132.00 30.00 74.00
262 Town 3,899 30.00 124.00 30.00 74.00
263 Town 3,664 30.00 124.00 30.00 74.00
264 Town 8,177 65.00 124.00 35.00 74.00
265 Town 11,634 30.00 130.00 30.00 75.00
266 Town 3,901 30.00 130.00 30.00 80.00
267 Town 3,901 30.00 120.00 30.00 80.00
268 Town 3,901 30.00 130.03 30.00 80.00
269 Town 6,112 47.00 130.03 30.00 80.00
270 Town 5,591 43.00 130.03 30.00 80.00
271 Town 3,901 30.00 130.03 30.00 80.00
272 Town 10,759 30.00 130.03 30.00 74.00
273 Town 7,046 56.00 124.00 42.00 74.00
274 Town 3,720 30.00 124.00 30.00 74.00
275 Town 3,720 30.00 124.00 30.00 74.00
276 Town 3,720 30.00 124.00 30.00 74.00
277 Town 4,960 40.00 124.00 30.00 74.00
278 Town 11,856 80.00 124.00 70.00 74.00
279 Town 3,720 30.00 124.00 30.00 74.00
280 Town 3,720 30.00 124.00 30.00 74.00
281 Town 3,720 30.00 124.00 30.00 74.00
282 Town 8,175 65.00 124.00 35.00 74.00
283 Town 5,126 40.00 128.00 30.00 74.00
284 Town 3,954 30.00 128.00 30.00 74.00
285 Town 4,158 30.00 135.00 30.00 74.00
286 Town 4,565 30.00 148.00 30.00 74.00
287 Town 10,928 30.00 170.00 30.00 74.00
288 Town 4,584 35.00 126.00 30.00 74.00
289 Town 3,780 30.00 126.00 30.00 74.00
290 Town 3,780 30.00 126.00 30.00 74.00

HANOVER MEADOWS

291 Town 3,780 30.00 126.00 30.00 74.00
292 Town 8,055 64.00 126.00 34.00 74.00
293 Town 4,270 35.00 122.00 30.00 74.00
294 Town 3,660 30.00 122.00 30.00 74.00
295 Town 3,660 30.00 122.00 30.00 74.00
296 Town 3,660 30.00 122.00 30.00 74.00
297 Town 7,799 64.00 122.00 34.00 74.00
298 Town 8,164 65.00 124.00 36.00 74.00
299 Town 3,720 30.00 124.00 30.00 74.00
300 Town 3,720 30.00 124.00 30.00 74.00
301 Town 3,720 30.00 124.00 30.00 74.00
302 Town 5,580 45.00 124.00 30.00 74.00
303 Town 5,580 45.00 124.00 30.00 74.00
304 Town 3,663 30.00 124.00 30.00 74.00
305 Town 5,637 40.00 128.00 30.00 74.00
306 Town 8,266 25.00 152.00 30.00 110.00
307 Town 4,731 30.00 159.00 30.00 110.00
308 Town 7,684 45.00 163.00 30.00 110.00
309 Town 8,175 65.00 124.00 34.00 74.00
310 Town 3,720 30.00 124.00 30.00 74.00
311 Town 3,720 30.00 124.00 30.00 74.00
312 Town 3,720 30.00 124.00 30.00 74.00
313 Town 5,307 42.80 124.00 30.00 74.00
314 Town 10,483 120.00 115.00 30.00 80.00
315 Town 4,189 30.00 135.00 30.00 80.00
316 Town 4,228 30.00 140.93 30.00 80.00
317 Town 4,228 30.00 140.93 30.00 80.00
318 Town 9,099 50.00 140.93 30.00 80.00
319 Town 6,868 63.00 124.00 30.00 74.00
320 Town 3,720 30.00 124.00 30.00 74.00
321 Town 3,720 30.00 124.00 30.00 74.00
322 Town 3,720 30.00 124.00 30.00 74.00
323 Town 8,175 65.00 124.00 35.00 74.00
324 Town 4,960 40.00 124.00 30.00 74.00
325 Town 3,720 30.00 124.00 30.00 74.00
326 Town 3,720 30.00 124.00 30.00 74.00
327 Town 3,720 30.00 124.00 30.00 74.00

HANOVER MEADOWS

328 Town 8,175 65.00 124.00 35.00 74.00
329 Town 11,625 110.00 113.80 30.00 78.00
330 Town 3,414 30.00 113.80 30.00 78.00
331 Town 5,121 45.00 113.80 30.00 78.00
332 Town 5,121 45.00 113.80 30.00 78.00
333 Town 3,414 30.00 113.80 30.00 78.00
334 Town 4,552 37.00 113.80 30.00 78.00
335 Town 8,414 68.00 131.00 38.00 81.00
336 Town 3,930 30.00 131.00 30.00 81.00
337 Town 3,930 30.00 131.00 30.00 81.00
338 Town 8,721 75.00 112.15 30.00 81.00
339 Town 5,676 46.41 124.00 30.00 74.00
340 Town 3,720 30.00 124.00 30.00 74.00
341 Town 3,720 30.00 124.00 30.00 74.00
342 Town 3,720 30.00 124.00 30.00 74.00
343 Town 4,960 40.00 124.00 30.00 44.00
344 Town 7,044 43.60 163.00 30.00 82.00
345 Town 4,859 30.00 160.00 30.00 81.00
346 Town 4,796 30.00 158.00 30.00 76.00
347 Town 4,658 30.00 154.00 30.00 74.00
348 Town 7,084 46.00 154.00 30.00 74.00
349 Town 7,084 46.00 154.00 30.00 74.00
350 Town 4,620 30.00 154.00 30.00 74.00
351 Town 4,620 30.00 154.00 30.00 74.00
352 Town 7,084 46.00 154.00 30.00 74.00
353 Town 7,852 40.00 143.00 30.00 72.00
354 Town 4,800 30.00 143.00 30.00 72.00
355 Town 9,594 35.00 122.00 30.00 72.00
356 Town 4,989 40.00 124.00 30.00 74.00
357 Town 3,714 30.00 124.00 30.00 74.00
358 Town 3,714 30.00 124.00 30.00 74.00
359 Town 8,321 65.00 124.00 35.00 74.00
360 Town 11,553 79.00 130.00 37.00 80.00
361 Town 3,900 30.00 130.00 30.00 80.00
362 Town 3,900 30.00 130.00 30.00 80.00
363 Town 3,900 30.00 130.00 30.00 80.00
364 Town 5,850 45.00 130.00 30.00 80.00

HANOVER MEADOWS

365 Town 5,980 46.00 130.00 30.00 80.00
366 Town 3,900 30.00 130.00 30.00 80.00
367 Town 3,900 30.00 130.00 30.00 80.00
368 Town 3,900 30.00 130.00 30.00 80.00
369 Town 5,980 46.00 130.00 30.00 80.00
370 Town 14,359 62.00 126.00 30.00 70.00
371 Town 3,710 30.00 125.00 30.00 74.00
372 Town 3,716 30.00 125.00 30.00 74.00
373 Town 7,330 35.00 129.00 30.00 79.00
374 Town 7,788 39.00 130.00 30.00 75.00
375 Town 3,917 30.00 130.13 30.00 76.00
376 Town 3,904 30.00 130.13 30.00 76.00
377 Town 3,904 30.00 130.13 30.00 76.00
378 Town 5,986 46.00 130.13 30.00 77.00
379 Town 5,861 45.00 130.13 30.00 77.00
380 Town 3,904 30.00 130.13 30.00 78.00
381 Town 3,847 30.00 130.13 30.00 78.00
382 Town 4,076 30.00 132.00 30.00 81.00
383 Town 9,777 30.00 145.00 30.00 91.00
384 Town 10,373 30.00 160.00 30.00 110.00
385 Town 4,424 30.00 145.00 30.00 91.00
386 Town 8,616 42.00 145.00 30.00 80.00
387 Town 6,111 39.00 154.13 30.00 74.00
388 Town 4,624 30.00 154.13 30.00 74.00
389 Town 4,624 30.00 154.13 30.00 74.00
390 Town 4,624 30.00 154.13 30.00 74.00
391 Town 8,140 43.00 154.13 30.00 74.00
392 Town 8,445 36.00 158.61 30.00 79.00
393 Town 5,594 30.00 178.00 30.00 95.00
394 Town 10,678 37.00 130.00 30.00 110.00
395 Town 7,035 30.00 135.00 30.00 36.00
396 Town 4,480 30.00 143.23 30.00 86.00
397 Town 4,297 30.00 143.23 30.00 93.00
398 Town 6,445 30.00 143.23 30.00 93.00
399 Town 6,445 30.00 143.23 30.00 93.00
400 Town 4,297 30.00 143.23 30.00 93.00
401 Town 4,297 30.00 143.23 30.00 93.00

HANOVER MEADOWS

402 Town 4,484 30.00 143.23 30.00 87.00
403 Town 6,983 30.00 135.00 30.00 42.00
404 Town 8,590 30.00 143.97 30.00 93.00
405 Town 4,319 30.00 143.97 30.00 93.00
406 Town 4,319 30.00 143.97 30.00 93.00
407 Town 4,319 30.00 143.97 30.00 93.00
408 Town 6,479 30.00 143.97 30.00 93.00
409 Town 6,479 30.00 143.97 30.00 93.00
410 Town 4,319 30.00 143.97 30.00 93.00
411 Town 4,505 30.00 141.00 30.00 88.00
412 Town 7,073 30.00 135.00 30.00 38.00
Typ. 3,720 30 124 30 74
Avg. 7,313 73.73 130.97 37.67 73.80

Hanover Meadows Components Detailed

I. Active Adult Retirement Community
The potential market for Active Adult Communities is diverse and controls substantial wealth.
Active Adult Communities appeal to empty nesters and retirees that are living in homes that
have often become too large, too difficult to maintain, too lonely as their neighbors and friends
leave and are replaced by younger, less compatible neighbors.

The 412-unit Active Adult Retirement Community at Hanover Meadows is strategically
positioned to have a distinct competitive advantage over other AARCs in the region, as a direct
result of a clear and concise understanding of the Active Adult consumer. This project,
specifically tailored to the “55-and-better” market, capitalizes upon extensive market research
that effectively guided design decisions and determined exactly what development standards
should be required and which products and amenities need to be offered to ensure the viability
and successful build-out of Hanover Meadows Active Adult Retirement Community.

Hanover Meadows Active Adult Retirement Community consists of three different product
types within the community, offering Active Adult buyers a clear choice in selecting the house
type that best meets their spatial and pricing needs. Single family-detached lots, townhouse
lots, and twin lot sizes are as specified below.

Building Type Numbe r of Typ. Lot Typ. Lot Typ. Lot Typ. Bldg. Env. Typ. Bldg. Env.
Units Are a (sq ft) Width (ft) De pth (ft) Width (ft) De pth (ft)
Singles 183 8,000 64 128 44 73
Townhouse 197 3,720 30 124 30 74
Twins 32 5,824 51 109 41 62
Total: 412

The image that is created at the main entrance to an AARC is very important to retirees; the
entrance serves as the front door to their new lives, and it should reinforce their sense of what
the community is like and why they chose to live there. The projected 16,000 square foot
clubhouse at Hanover Meadows serves not only as the gateway to the community but also as
the physical, social, and symbolic anchor of the community.

Understanding the values and preferences of the Active Adult target market, in an effort to
provide spaces and activities that encourage social interaction and enable residents to pursue
their various interests, this premier Active Adult community has been specifically designed to
feature a club house up to 16,000 square feet that includes all of the key essentials typically
found in an Active Adult community.
The choice and design of community amenities in an Active Adult community is central to
establishing an environment where residents can enjoy the active and sociable lifestyle they
seek. More than any other amenity, the clubhouse is the predominant marketing element in

presenting to sales prospects the potential of the active adult community. The building
envelope was intentionally designed to provide the builder with latitude to customize the
clubhouse and clubhouse area as desired. Furthermore, the clubhouse area has been oriented to
accommodate a full array of popular outdoor recreational amenities such as designated
shuffleboard and bocce play areas, and a well-appointed swimming pool facility. Additionally,
an area located immediately adjacent to the clubhouse has been carefully planned to provide a
gazebo and walking trail system within a park- like setting, which is strategically linked to a
vast network of open spaces and walking trails including the unique habitat for a blue heron
rookery.
The most popular amenity however, is a relationship with nature. Nature is a key amenity for
Active Adults, appealing to their aesthetic sense and contributing to a feeling of both security
and relaxation.
The resort or country-club atmosphere that distinguishes Active Adult communities is created
to a large extent by the quality of the natural or enhanced environmental features such as open
space, trees, water features and landscaping, and the precise way that these features are
incorporated into the project design. Hanover Meadows has been carefully designed to
capitalize on the abundant natural resources within the community through a complex system
of walking trails that traverse the grounds, meeting the residents’ desire to exercise and to
experience nature.
The 412 unit Active Adult Retirement Community can be purchased in it’s entirety for a total
of Eleven Million Dollars ($11,000,000). Phasing may be considered.

412 Unit AARC

Alternatively, the sale of this property may contemplate multiple buyers acquiring the different
product types and marketing simultaneously. For example, a Buyer may only be interested in
acquiring the detached product, while another builder would select the towns and twins. In this
scenario, the approximate values for each product type are as follows:

Hanover M eadows AARC - Approximate Price Per Lot
Product Type Lots Price Per Lot Total Price
Singles 183 $ 33,000 $ 6,038,000
Twins 32 $ 22,700 $ 726,500
Towns 197 $ 21,500 $ 4,235,500
Total 414 - $ 11,000,000

Improvement Costs Summary:

Improvement costs for Hanover Meadows have been estimated and categorized as follows:
Common On-Site Improvements, On-Site Improvements, and Common Off-Site
Improvements. The follow is a description and the estimates for each of the costs categories as
they relate to the 412-unit Active Adult Retirement Community. The costs for the other two
components have also been quantified when applicable and are further detailed in the
respective sections of this prospectus.
In the event that the 412 lot Active Adult Retirement Community is acquired by more than one
Buyer, in addition to paying the per lot cost for the approved lots (land cost) and the cost to
improve the various lots (on-site improvements), the Buyers will be responsible for a pro-rata
share of construction costs, including common off-sites improvements shared with the 254 unit
CCRC and the 204 unit Senior Apartments/Condominiums, and common on-site improvements
such as the entrance, basins, clubhouse area, among other costs related to public utilities and
municipal fees.

Common On-Site Improvements
The cost to construct the on-site improvements has been calculated for the 616 AARC in its
entirety based on a bid from Brubacher Engineering. The costs that are common to the 412 unit
Active Adult Retirement Community, 204 unit Senior Apartment/Condominium section, and
the 254 unit CCRC, such as: basins, emergency access, utility extensions, the area surrounding
the clubhouse etc…collectively referred to as the Common On-Site Improvements, were
isolated from the overall cost to construct and re-distributed on a pro-rata basis.
The balance of the costs contained within the Brubacher Bid, referred to simply as the on-site
costs, represent the improvements that are specific to the various product types that these
improvements directly benefit. These costs include: clearing and grubbing, erosion and
sediment control, earth work, sanitary sewer, storm sewer, curbs, paving, rock, retaining walls,
etc… and are further detailed within this prospectus as the Brubacher Bid. The total estimated
cost for common on-site improvements for the 412 unit AARC is approximately
$3,696,741.
These common on-site improvement costs have been further separated pro-rata based on
overall value between the singles, towns, and twins (and the senior apartments/condominium
as further outlined in Section II of this prospectus) as detailed herein.
Per Lot Total
Singles $11,089 $2,029,345
Twins $7,628 $244,099
Towns $7,225 $1,423,297
Total - $3,696,741

In the event that multiple buyers acquire the different components of the site, Heritage
Building Group may install the on-site improvements that are common to all sections of the
project. The cost of these improvements, plus applicable financing, shall be reimbursed to
seller by the Buyers. The repayment structure is yet to be determined, however a phased
repayment may be considered.

On-Site Improvements:
A construction estimate for on-site improvements has been prepared by Brubacher Excavating,
Inc. and is included within this prospectus. The prepared bid is based on the construction of the
616 unit Active Adult project in its entirety and does not contemplate phasing. Furthermore,
the bid does not include the gas approach, community center, the water contribution to
Superior, or the Full Care / Life Care component. Additional on-site improvements including:
Survey, Landscape, Sidewalks, Street Lights, contingency factors, permitting, macadam
elevator, etc… were not included in the Brubacher Bid. The buyer(s) of the AARC section will
be responsible for the installation of the on-site improvements. It is recommended that
prospective buyers perform their own estimate to verify the improved lot costs, taking into
account cost differentials due to construction sequence for phased construction.

Public water to this property is available and is provided by Superior Water Company. There
are no connection fees, only construction cost contributions. The water main lines in Hanover
Meadows are to be installed by Superior Water Company. Full amount of the water line
extension is typically paid by Buyer to Superior Water Company up front at the start of
construction. The cost of the water main line is included within the on-site improvement costs.
On-site improvement costs for the 412-unit AARC have been extrapolated from the
aforementioned Brubacher Excavating and Superior Water Company bids. In total, the on-site
improvement costs for the AARC are $16,612,783. The costs have been further calculated
based on product type (singles, towns, twins) as follows:

On-Site Improvements
Per Lot Total
Singles $54,845 $10,036,636
Twins $20,355 $651,372
Towns $30,075 $5,924,775
Total - $16,612,783

Common Off-Site Improvements –
Within the immediate vicinity of the 616 unit AARC (including the senior apartments) and the
254 Unit CCRC components of the project, Heritage Building Group is simultaneously
developing a 40 lot single-family residential project, and a 275,000 square foot commercial
project, that also require certain improvements to areas outside of their respective properties.
The scope of work for these projects, particularly the improvements necessary for Route 663
and Route 73, may overlap between the projects. As such, Heritage Building Group may install
the off-site improvements to be reimbursed by the Buyers of the various components.
Heritage has estimated the cost of the off-site improvements that are common to the project
and have re-distributed the costs among the various components on a pro-rata basis based
primarily on road frontage.
Additionally, there are road improvements such as: the widening of Church Road that will
primarily benefit the 412 unit AARC and 204 unit Senior Apartments.
In total, the estimated off-site improvement costs for the 412 unit AARC is approximately
$1,354,324.
These costs have been further calculated and redistributed based on product type.
Common Off-Site Improvements
Per Lot Total
Singles $4,063 $743,477
Twins $2,795 $89,425
Towns $2,647 $521,422
Total - $1,354,324
Utilities-
Sanitary Sewer –
Public sanitary sewer will be available to the property and is provided by the New Hanover
Township Sewer Authority (“NHTSA”). Heritage has purchased and/or paid the requisite
reservation fees to the NHTSA total public sanitary sewer connection fees for the 616 lots plus
the existing lot and clubhouse at Hanover Meadows. A total of 622 EDUs have been reserved
for the AARC component, at a cost of $4,600 per EDU for a total of $2,861,200. The total cost
for the 412 unit section is $Error! Not a valid link.. Buyer(s) shall reimburse Seller for the cost
of their share of EDUs at closing.

Sanitary Sewer Fee
Per Lot Total
Singles $4,600 $841,800
Twins $4,600 $147,200
Towns $4,600 $906,200
Total - $1,895,200

Water Extension Contribution:
are no connection fees, only construction cost contributions, included within the site
improvements estimated herein.

Natural Gas:
Natural gas to this property is available and is provided by UGI. The cost of installing a gas
line, which shall be reimbursed to Seller, is included within the Common Off-Site
Improvements and is based on an estimated provided by UGI.

Fees and Contributions:

Fees Paid at Recording –
As part of the development agreement between Heritage Building Group and New Hanover
Township, there are several fees or contributions that are to be paid by the Buyers at recording.
Included in these fees are: Traffic Impact Fee, Unpaid Application Fee, Township
Condemnation Reimbursement, and an Impact Contribution Fee. These fees are to be shared
equally between the singles, twins, towns and total $Error! Not a valid link..

Traffic Impact Fee
Traffic impact fee for the 412 lot AARC is to be paid by the Buyer at the time the Final
Subdivision and Land Development Plans are recorded.
Unpaid Application Fee
The unpaid application fee for Hanover Meadows is to be paid by the Buyer at the time
412 lot AARC Final Subdivision and Land Development Plans are recorded.

Township Condemnation Reimbursement
New Hanover Township is required to condemn or acquire right-of-way required by
Heritage to construct highway improvements. Heritage agreed to pay the Township
$100,000 to offset the Township’s cost of acquisition/condemnation. This $100,000 is to
be paid no later than three (3) business days prior to the date on which the Township
must pay any compensation for any condemned lands, or no later than three (3) business
days prior to the date of settlement if the Township acquires the land. The Township
Condemnation Fee shall be paid to Seller at the time of Settlement.

Fees and Contributions (cont’d)
Impact Contribution Fee
Impact Contribution Fee for impacts associated with the 412 lot AARC are to be paid by
the Buyer to New Hanover Township prior to the issuance of building permits.

Fees Paid at Re cording
Per Lot Total
Singles $738 $135,054
Twins $738 $23,616
Towns $738 $145,386
Total - $304,056

Estimated Improved Lot Costs:
The 412 unit AARC can be purchased in it’s entirety by one party for a total of $11,000,000. If
the AARC is acquired by multiple buyers, with sections acquired based on product type, the
estimated improved lot cost for the each of the product types (singles, towns, twins) is as
follows:

Estimate d Improved Lot Cost - Per Lot By Product Type
Singles Twins Towns
Land Price $ 32,995 $ 22,703 $ 21,500
Common On-Site Improvements $ 11,089 $ 7,628 $ 7,225
On-Site Improvements $ 54,845 $ 20,355 $ 30,075
Common Off-Site Improvements $ 4,063 $ 2,795 $ 2,647
Sewer Fees $ 4,600 $ 4,600 $ 4,600
Fees Paid at Recording $ 738 $ 738 $ 738
Total $ 108,330 $ 58,819 $ 66,785

II. Senior Apartments/Condominiums
Immediately adjacent to the 412-unit Active Adult Retirement Community, Heritage Building Group
offers the opportunity to acquire a fully approved Senior Apartment Complex consisting of 204 units.
The Age Qualified complex offers another housing option for residents who are seeking the Active
Adult lifestyle through a multi-unit building. The Buyer of this section will ultimately have the choice
of providing units marketed toward the Active Adult buyer that prefers to own their unit by constructing
and selling the units as condominiums, or to attract residents 55-and-better that prefer to rent within a
Senior Apartment complex.
The senior apartment/condominium section provides residents with separate access into-and-out of the
community with an entrance on Big Road (Route 73), although a shared amenities package may
available with the Active Adult Retirement Community. The building footprints, as designed, take
advantage of large swaths of open space and convenient parking. Additionally, the approvals permit
buildings that are three stories in height, with a habitable third floor, and allowance for pitched roofs.
The fully approved senior apartment/condominium section can be acquired separately from the other
sections for Four Million Five Hundred Thousand Dollars ($4,500,000).

204 Unit Sr. Apts/Condos

Improvements. The follow is a description of and the estimates for each of the costs categories
as they relate to the 412-unit Active Adult Retirement Community. The costs for the other two

In addition to on-site improvements that directly benefit the 204-unit complex, the purchaser of
the Senior Apartment/Condominium section will also be responsible for a pro-rata share of
common site improvements in conjunction with the development of the 414 unit AARC. The
total estimated contribution toward the common on-site improvements by the
apartment/condominium builder is $ Error! Not a valid link. (Error! Not a valid link./unit). On-
site improvements common to both projects include: basins, emergency access, utility
extensions, the area surrounding the clubhouse etc… Heritage Building Group may install the
on-site improvements that are common to the AARC and Senior Apartments/Condominiums,
and reimbursed by the buyers of the respective sections.

On-Site Improvements:
A construction estimate for on-site improvements has been prepared by Brubacher Excavating,
Inc. and is included within this prospectus. The prepared bid is based on the construction of the
616 unit Active Adult project in its entirety and does not contemplate phasing. These costs
include: clearing and grubbing, erosion and sediment control, earth work, sanitary sewer, storm
sewer, curbs, paving, rock, retaining walls, etc… and are further detailed within this prospectus
as the Brubacher Bid. The On-Site Improvement costs have been further calculated on a pro-
rata basis and redistributed among the 412 AARC unit and the 204 Senior
Apartment/Condominiums.
The bid does not include the gas approach, community center, the water contribution to
Superior, or the Full Care / Life Care component. Additional on-site improvements including:
Survey, Landscape, Sidewalks, Street Lights, contingency factors, permitting, macadam
elevator, etc… were not included in the Brubacher Bid. It is recommended that prospective
buyers perform their own estimate to verify the improved lot costs, taking into account cost
differentials due to construction sequence for phased construction.

construction. The cost of the water main line is included within the on-site improvement costs

The estimated total for the on-site improvements relative to the Senior
Apartments/Condominiums is $Error! Not a valid link. (Error! Not a valid link./unit).

Common Off-Site Improvements:
Within the immediate vicinity of the 616 unit AARC (including the senior apartments) and the
254 Unit CCRC components of the project, Heritage Building Group is developing a 40 lot
single-family residential project, and a 275,000 square foot commercial project, that also
require certain improvements to areas outside of their respective properties. The scope of work
for these projects, particularly the improvements necessary for Route 663 and Route 73, may
overlap between the projects. As such, Heritage Building Group may install the off-site
improvements to be reimbursed by the Buyers of the various components.
Heritage has estimated the cost of the off-site improvements that are common to the project
and have re-distributed the costs among the various components on a pro-rata basis based
primarily on road frontage.
Additionally, there are road improvements such as: the widening of Church Road that will
benefit the 204 unit Senior Apartments and the 412 unit AARC. In total, the estimated off-
site improvement costs for the 204 unit Senior Apartments/Condominiums is
approximately $Error! Not a valid link. (Error! Not a valid link./unit).

Utilities-
Sanitary Sewer –
reservation fees to the NHTSA total public sanitary sewer connection fees for the 616 lots plus
the existing lot and clubhouse at Hanover Meadows. A total of 622 EDUs have been reserved
for the AARC component, at a cost of $4,600 per EDU for a total of $2,861,200. The total cost
for the 204 unit section is $ Error! Not a valid link. (Error! Not a valid link./unit). Buyer(s) shall
reimburse Seller for the cost of their share of EDUs at closing.

Water Extension Contribution:
are no connection fees, only construction cost contributions, included within the site
improvements estimated herein.

Natural Gas:
Natural gas to this property is available and is provided by UGI. The cost of installing a gas
line, which shall be reimbursed to Seller, is included within the Common Off-Site
Improvements and is based on an estimated provided by UGI.

Fees Paid at Recording –
In accordance with the settlement agreement with New Hanover Township through which
Final Approval for the project was obtained, certain fees and contributions are required of
builder to be paid at final plan recording. The buyer of the 204 unit Senior
Apartment/Condominium Component is responsible for a pro-rata share of the fees and
contributions totaling $Error! Not a valid link. (Error! Not a valid link.unit).

Traffic Impact Fee
Traffic impact fees for the 204 unit Senior Apartment/Condominiums are to be paid by
the Buyer at the time the Final Subdivision and Land Development Plans are recorded.

Unpaid Application Fee
The unpaid application fee for Hanover Meadows is to be paid by the Buyer at the time
the 204 unit Senior Apartment/Condominiums Final Subdivision and Land Development
Plans are recorded.

Township Condemnation Reimbursement
New Hanover Township is required to condemn or acquire right-of-way required by
Heritage to construct highway improvements. Heritage agreed to pay the Township
$100,000 to offset the Township's cost of acquisition/condemnation. This $100,000 is to
be paid no later than three (3) business days prior to the date on which the Township
must pay any compensation for any condemned lands, or no later than three (3) business
days prior to the date of settlement if the Township acquires the land. The Township
Condemnation Fee shall be paid to Seller at the time of Settlement.

Impact Contribution Fee
Impact Contribution Fee for impacts associated with the 204 unit Senior
Apartment/Condominiums are to be paid by the Buyer to New Hanover Township prior
to the issuance of building permits

Estimated Improved Lot Costs:

The 204 unit Senior Apartments/Condominiums section can be purchased in it’s entirety for
total of $4,500,000. The estimated improved lot cost for this section, based on the costs defined
herein is as follows:

Es timated Improved Lot Cost - Senior Apartments/Condominiums
204 Per Unit Total
Land Price $ 22,059 $ 4,500,000
Common On-Site Improvements $ 7,393 $ 1,508,147
On-Site Improvements $ 22,142 $ 4,516,905
Common Off-Site Improvements $ 2,708 $ 552,507
Sewer Fees $ 4,600 $ 938,400
Fees Paid at Recording $ 738 $ 150,552
Total $ 59,640 $ 12,166,511

III. Continuing Care Retirement Community
Hanover Meadows is a truly unique Age Qualified housing opportunity, providing
unparalleled flexibility in design and development, enabling builders and operators the ability
to construct utilizing several methods or models.

The smallest portion of the Master Planned Community, consisting of approximately 16 acres,
is a self-contained Continuing Care Retirement Campus (“CCRC”) with private access from N.
Charlotte St. (Route 663) and Miles Rd. The two uses are buffered substantially by the natural
woods and wetlands on the property, ensuring that if desired, the residents of one community
will not be adversely impacted by the other. As a result, prospective buyers can analyze the
property from the perspective of building Independent Living and Assisted Living (Full Care)
on one campus, adjacent to but separate from, an Active Adult Retirement Community.

254-Unit CCRC
Heritage Building Group has obtained Conditional Use Approval to permit the design and
development of a Continuing Care Retirement Campus consisting of Independent Living and
Assisted Living Facilities. At the time of Approval, Heritage made assumptions regarding
acreage allocation and unit densities, based on the opportunities and constraints of the site and
the layout of similar facilities. Because only the “use” has been approved for the CCRC
component, and only conceptual plans have been submitted, the ultimate builder of this project

is not constrained by those assumptions and has the ability to re-design the plans, building to
suit the specific demands of the intended residents, subject to the underlying zoning (as
modified by the Court approved Settlement Agreement), the approvals of New Hanover
Township, and all requisite permits from outside agencies.

As part of negotiations with the Township, Heritage obtained the available use and established
the site capacity calculations, while working to preserve maximum design flexibility for the
CCRC component. The CCRC consists of two components: Life Care (Independent Living)
and Full Care (Skilled Nursing, Assisted Living).

Life Care (Independent Living):
The Life Care component is a residential use designed for individuals of retirement age with
certain support requirements, but not necessarily in need of skilled nursing.

The layout of the Life Care Facility, given the current acreage allocation, cannot exceed 190
Units. However, the number of beds/bedrooms is limited only by the amount of available
parking and impervious surface that must be provided. In essence, any combination of one and
two bedroom units, up to 190 units, can be achieved as long as the parking and impervious
requirements are met. Ultimately, the developer of this property will have maximum flexibility
in designing the units to accommodate the preferred ratio of one and two bedroom units,
provided that it is consistent with the bulk area standards for parking, open space and
maximum impervious coverage. The maximum building height has been modified from the
underlying zoning to permit buildings that are 40’ in height and 3 living stories. This provision
was specifically included to enable builders greater flexibility in their architectural choices and
permit façades and elevations that incorporate pitched roofs.

Full Care (Assisted Living/Skilled Nursing):

The Full Care facility is designed and operated exclusively for individuals of retirement age
that require skilled full-time care. The maximum number of beds permitted, given the current
acreage allocation, in the Full Care component is 128 beds within 64 units. Architecturally, the
maximum building height is also 40ft; in order to accommodate 3 living stories. The ultimate
design and layout of the Full Care facility is subject to the bulk area standards for parking,
open space and maximum impervious coverage.

The Continuing Care Retirement Community is being offered for sale, with conditional
use approval, for Four Million Five Hundred Thousand Dollars ($4,500,000).

Hanover M eadows CCRC - Approximate Price Per Unit
Product Type Units Price Per Lot Total Price
Independent Care 190 $ 20,000 $ 3,800,000
Assisted Living 64 $ 11,000 $ 700,000
Total 254 - $ 4,500,000

Improvements. The follow is a description and the estimates for each of the costs categories as
they relate to the 254-unit Continuing Care Retirement Community. The costs for the other two

construction.
A pro-rated share of these items, responsible by the CCRC builder, is included in the common
on-site improvements estimate. The total estimated cost of the common on-site
improvements for the CCRC component is $Error! Not a valid link..

On-Site Improvements
A construction estimate for on-site improvements has not yet been prepared for the conceptual
plan. It is understood that the Buyer will ultimately reconfigure the building layout using the
building footprints and specifications that are preferred. As a result, the scope and cost of the
on-site improvements will ultimately be determined by the Buyer.

Off-Site Improvements:
Natural gas to this property is available and is provided by UGI. Buyer shall reimburse Seller
for the installation of a gas line to the site based on an estimate provided by UGI.

The CCRC is also responsible for the sewer line installation and improvements to Miles Rd.

The estimated share of the common off-site improvements for the CCRC component is
$Error! Not a valid link..

Sanitary Sewer –
reservation fees to the NHTSA total public sanitary sewer connection fees for the 254 unit
CCRC. The total cost of public sewer for the Continuing Care Retirement Community is
$Error! Not a valid link.. Buyer agrees to reimburse Heritage at closing for the payments made to
date ($710,028), plus will make the final two payments of $284,000 and $453,264 to NHTSA
on July 16, 2009 and December 31, 2009 or at plan recording, respectively.

There are no fees or contributions due at this time; however it is understood that Buyer may be
subject to Municipal fees or contributions negotiated with the Township as part of obtaining
Preliminary or Final Approval.

Estimated Partially Improved Lot Cost
The 254 unit CCRC is being sold with Conditional Use Approval, however reimbursements for
common on-site and off-site improvements will be required of the buyer. The estimated cost of
these improvements, plus the cost of the land, and the public sanitary sewer are as follows:

Estimate d Partially Improved Lot Cost - Continuing Care Retire me nt Community
254 Pe r Unit Total
Land Price $ 17,717 $ 4,500,000
Common On-Site Improvements $ 5,954 $ 1,512,219
Common Off-Site Improvements $ 2,181 $ 553,999
Sewer Fees $ 5,698 $ 1,447,292
Total $ 31,549 $ 8,013,510

Market Analysis
Age Qualified Demographics
In 1900, less than 5% of the national population was comprised of people over the age of 65.
From 1990 to 2000, the U.S. population aged 60 years and greater increased by about 3.5
million. However, during the next ten years, the total increase in persons aged 60 years and
over will exceed 10 million, almost three times that of the past decade. Looking further ahead,
the increases in the mature population will be even more dramatic. Now numbering over 35
million, this cohort accounts for over 12% of the nation’s population and by the year 2030 this
population will double to more than 70 million or 20% of the US Population.

The National Association of Home Builders (NAHB) recently declared that the 50+
demographic is the “fastest-growing segment of the current housing market.” Representatives
further stated that the 55-to-64 national age group is expected to grow by a “whopping 75%
between now and 2020, while the 65+ age group will increase by 54%.” In fact, between 1990
and 2000, the 55-to-59 age group increased in every single state of the nation, proving that the
United States is an aging nation in need of adequate housing for this demographic. In
summary, the Active Adult housing market is ready to explode, assuring the success of future
homebuilders who enter this burgeoning marketplace.

Amazingly, Pennsylvania provides an environment with exponentially greater potential than
even the glowing national demand creates. Below is a Thematic Map illustrating the median
age of all 50 states, clearly marking Pennsylvania as one of four states with the oldest median
age.

Pennsylvania

This elevated median age provides an initial indicator of future success in the age-qualified
market. Below is a snapshot of several other national ranking statistics for Pennsylvania, one
of the largest and most prosperous markets for senior housing available to home builders.

In 1990, the average age of an Active Adult homebuyer was 67 but by 2000, that average age
dropped to 61 year old. This is encouraging news for homebuilders, because not only is
America aging, but the average age of those purchasing Active Adult and/or age qualified
housing is decreasing, exponentially increasing the current demand for such housing.
Additionally, from 1969 – 1996, the median household income for married couples 65+
increased by 57%; proof that not only are American’s working longer but they have the means
by which to afford housing suitable to their age-specific needs.
Pennsylvania Age Qualified Statistics (TABLE)
Qualifier Rank National Rank
Population 12,281,054 #6
Median Age 38 #4
Percentage of Population 60+ 19.8% #3
Percentage of Population 65+ 15.6% #2
Number of People between 55-74 2,100,897 #5
55-74 bracket as share of the State's total Population 17.1% #4

By the year 2000, Pennsylvania accounted for nearly 5% of the national home owners ages 55
and above. By 2020, a shocking 25% of Pennsylvania’s population, 3 million residents, is
expected to fall into the 60+ age category, a sizeable portion of the population that will be in
the market for the type of quality age qualified housing Hanover Meadows will provide.
Specifically, the Pennsylvania Department of Aging recently stated that “during the coming
decade, the highest increases in the age 60-to-74 year old population are projected in
the…southeast sections of the Commonwealth.” Currently, 19% of Montgomery County’s
population is comprised of residents 60 and older. By the year 2010, the population ages 60+
is expected to increase by 11%, thus constituting 22% of the county’s total population.
Montgomery County therefore finds itself firmly embedded in an area that will require large
scale development of new Active Adult housing to meet the aging population’s demand.

Growth within Montgomery County has been particularly felt in New Hanover Township.
Between 1990 and 2000, Montgomery County gained the distinct recognition as
Pennsylvania’s 5th fastest growing urban county, with an impressive 14.2% increase expected
by 2025. This fantastic growth was based, in large part, on an epidemic of rapidly increasing
population densities, costs of living, and crime rates indicative of neighboring Philadelphia and
Delaware Counties. These characteristics forced many people and jobs into neighboring Bucks,
Chester, and Montgomery Counties. The Thematic Map below, showing the population of each
municipality within Montgomery County (2000), provides stark visual evidence of this steady
progression out of Philadelphia County, north and west into Montgomery County. New
Hanover Township, located in western

Montgomery County along the bustling Route 422 corridor, finds itself within the direct path
of this expansion.

Montgomery
County

New Hanover
Township

Philadelphia
County

From 1990 – 2004, New Hanover Township experienced a robust 43% increase in population.
Though impressive, it is future population projections that provide stronger evidence of
Hanover Meadows’s imminent success. By the year 2010, New Hanover Township’s
population is expected to increase by 25%, the 5th largest percent increase within
Montgomery County. Even more astounding, New Hanover is expected to undergo a 98%
increase in population by 2025, marking the single largest percent increase of any municipality
in Montgomery County.

Furthermore, in New Hanover Township more than one-fifth of the total population is above
the age of 55, and thus in the market for quality age restricted/age qualified housing. Hanover
Meadows is not only located in one of the oldest and fastest aging states of the nation, but is
situated within a municipality located in one of the most rapidly aging geographic areas in the
entire state where 20% of current residents qualify for age restricted housing.

Housing Market

The flourishing housing market of New Hanover Township and Northwestern Montgomery
County is driven by rapid population growth and a limited supply of new housing along the
Route 422 Corridor.

Thus, the major growth areas for new housing are currently located in Northwestern
Montgomery County, Northeastern Chester County, and Southeastern Berks County. Due to
convenient access to major roads, these areas have become bedroom communities to the major
employment centers located along Route 422 and Route 100.

This trend has led to the proposal of many new single-family communities within New
Hanover and nearby townships as homebuilders continue to build in areas that proximate the
path of growth along Route 422. Yet, despite the amazing growth and the proposal of

Hanover Meadows Offering Memorandum 2

Hanover Meadows Offering Memorandum 2

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