From: Brian Connolly [mailto:bconnolly@victusadvisors.com] Sent: Thursday, August 14, 2014 10:51 AM To: David Fletcher Cc: David Raymond; denise sejna; Mike Tatoian; Tim Haffner Subject: Re: CBM/MHOF MOU Dr. Fletcher, First of all, thanks for reaffirming your commitment to Whiting and the CBM/MHOF joint plan. We are all excited to move forward with this project. Regarding your various questions/proposals, we have prepared the following responses: • Exhibits A & B – The exhibits will be added later, but they are referencing documents that you already have from our Implementation Plan (dated 06.25.14). Exhibit A is the “Recommended Timeline” on page 51, and Exhibit B is the “Joint Organization Model” on page 30. • Dissolving the CBM Corporation / Acquisition of CBM Assets – As Tim and I stated in our meeting in Whiting on July 12th, we would ask for your patience with this process before dissolving the CBM corporation. Once established, the new 509(a)(3) will not be in a position to immediately acquire assets, but rather we intend for the 509(a)(3) to establish licensing agreements with both the CBM corporation and the MHOF/Raymond Entertainment Group. Furthermore, over the long-term, it is likely that the 509(a)(3) would pursue loans and donations of any unique display/archive materials, rather than an expensive acquisition strategy. At a later date, likely after the fundraising campaign has proved viable, you would certainly be welcome to make a tax-deductible donation of various (or all) CBM assets to the 509(a)(3). • Consulting Agreement – The City (via the Whiting Redevelopment Commission) has engaged Victus Advisors to lead this project to fruition, and we will be responsible for all aspects of project delivery, ranging from strategic and operational planning to hiring/selection of key project partners and leadership of marketing/PR efforts. We have no budget/authorization to engage in additional consulting agreements, and have no intention to do so. The City/WRC has committed to fund and/or provide the land, start-up funding, project management, architectural design and construction costs for this project (a total commitment in excess of $12 million), and we have laid out a plan that delivers this vision with no requirement of the CBM or MHOF to directly provide funds/capital. It is our expectation that in return, the CBM and MHOF will provide us with the support necessary (including creative input, relationships/introductions, public appearances, etc.) to make this project successful. • Executive Director – As noted above, Victus Advisors will be leading the hiring process for an Executive Director for the 509(a)(3). We have not yet outlined our detailed plan for interviewing/hiring, but we will certainly engage and involve all of the key parties (City, CBM, MHOF) throughout this process. If you could send us any job descriptions or requirements that you’ve already written up, we’d be glad to incorporate them into our preliminary planning. In addition, once we are ready to proceed with the interview/hiring process, we will also lean on all three parties to help us distribute the job description and identify quality candidates. At that point, if you have specific candidates you would like to present, we would be glad to give them in-depth consideration. Please let us know if you have any other questions. Thanks, -Brian