North Star Group, Inc.

19901 Quail Circle

Fairhope AL 36532

701-770-9118

michaelh@nsgia.com

Northstar Group Consultant Compensation

Structure

Introduction

This document outlines a consultant compensation structure for Northstar Group projects, using

Serenity Villages as an example. The core principles and allocation methods described here

apply to all projects, though speciﬁc dollar amounts will vary based on project size (e.g., 10 units

vs. 100 units). Northstar Group, owned by Michael Hoﬀman, leads each project as the primary

consultant team.

Financial Structure Overview

The following ﬁgures use Serenity Villages as an example to illustrate the ﬁnancial structure.

Actual ﬁgures will vary by project size and speciﬁcs.

Serenity Villages Example:

● Total Development Cost: $20,268,780

● Development Fee (Example): $1,700,000 (with $300,000 paid upfront as initial cash)

● Annual Cash Flow: Starts at $146,482 (Year 1) and grows to $345,000 (Year 10)

● Exit Value (Year 10): Estimated at $27,350,000, with $2,555,800 in net proceeds after

debts

Standard Structural Adjustments

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Development Fee Structure

● Fee Calculation: Development fees typically range from 8-12% of project costs per HUD

guidelines. Northstar Group aims for 10% of vertical and improvement costs, but the actual

percentage may vary by project based on speciﬁc deal negotiations and HUD allowances.

● PHA Fee Sharing (Serenity Villages Example): For the Serenity Villages project, the

Public Housing Authority (PHA) has negotiated to retain 30% of the development fee. If

the fee is $1,700,000, Northstar's share would be 70% or $1,190,000, with the PHA

keeping $510,000 (30%).

● Standard Goal: In most projects, Northstar Group aims to retain 100% of the development

fee. The 70/30 split is not expected to be common, although it may occur in some

negotiations.

PHA Ownership and Pre-Development Funding

● PHA's Ownership: The PHA typically receives a percentage of development ownership

based on the speciﬁcs of each deal. In the Serenity Villages example, we're oﬀering 45%

ownership, but this could be smaller or larger depending on factors such as the relative

land value to total development size. Generally, we estimate land value at roughly 20% of

the project, but we're oﬀering 30% ownership initially to incentivize the deal, with an

additional 15% contingent on pre-development funding.

● Initial Payment Considerations: When the PHA negotiates a portion of the development

fee (as in the Serenity Villages example with 30%), this aﬀects initial payments. If

Northstar's ﬁrst payment would typically be $100,000, a 30% reduction would adjust it to

$70,000, with consultant payments adjusted proportionally.

● Pre-Development Funding Allocation: We've allocated approximately 15% of the

development ownership to compensate for pre-development funding. If the PHA provides

this funding, they would receive this additional ownership (for a total of 45% in the

Serenity Villages example). If not:

○ The PHA would receive a reduced ownership percentage (30% in the Serenity

Villages example)

○ The 15% ownership would shift to whichever parties fund the pre-development

expenses

Ownership Structure

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Fairhope AL 36532

701-770-9118

michaelh@nsgia.com

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● Initial Development Ownership:

○ Northstar Group (Led by Michael Hoﬀman): 20% of total development ownership

○ PHA: 45% ownership (reduced to 30% if they don't fund pre-development)

○ TD (Tom Dowling): 35% ownership

○ Pre-Development Funders: 15% if PHA doesn't fund pre-development (otherwise,

PHA retains 45%)

● Consultant Ownership Structure:

○ Consultants (currently JS, DM, PW) will each receive 10% of Northstar's 20%

ownership (2% of total development each)

○ On closing documents, consultants will be listed with their individual 2%

ownership shares

○ Number of consultants may vary, currently planned for three

Consultant Roles and Compensation

For Northstar projects, payments are typically arranged with an initial pre-development fee,

followed by a development fee payment at loan closing. The remainder of the development fee

is deferred as equity to help the deal move forward. Consultants receive payments from the

project's cash ﬂow based on their percentage of ownership (typically a share of Northstar's 20%

stake, though this percentage may vary by project). Upon project exit, payments are distributed

in a speciﬁc sequence: ﬁrst, land costs are recovered; next, the deferred development fee is

recovered; ﬁnally, proﬁt disbursement is made on the remainder. The percentage allocations

described below illustrate how compensation is typically distributed to consultants.

Note: In the Serenity Villages example, the PHA has negotiated to retain 30% of the

development fee. This reduces the available funds for distribution to Northstar Group and its

consultants. For instance, the initial soft cost funding of $100,000 is reduced to $70,000 after the

PHA's 30% share, and the development fee at loan closing of $200,000 is reduced to $140,000.

Consultant payments are calculated based on these adjusted amounts.

Northstar Group Leadership

Michael Hoﬀman – Owner of Northstar Group:

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Fairhope AL 36532

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● Role: Oversees Northstar Group's eﬀorts as real estate strategist, inventor, and modular

construction specialist.

● Compensation: Drawn from Northstar's development fee and 20% ownership proceeds.

Exact amount depends on the number of consultants hired and project outcomes. It is

anticipated that additional consultants beyond the current three may be needed as

projects develop.

JS – Introducer/Marketer (10% Share)

● Role: Connects key people to start the project.

● Payments:

○ Soft Cost Funding: $7,000 (10% of $70,000 - adjusted for PHA's 30% share of the

original $100,000)

○ Development Fee at Loan Closing: $14,000 (10% of $140,000 - adjusted for PHA's

30% share of the original $200,000 development fee paid at loan closing)

○ Annual Cash Flow: $2,930 (Year 1) to $6,900 (Year 10)

○ Exit Payment (Year 10): $51,116

○ Total Estimated: $116,720

DM – Don Maxwell, Municipal Liaison (10% Share)

● Role: Facilitates municipal engagement.

● Payments:

○ Soft Cost Funding: $7,000 (10% of $70,000 - adjusted for PHA's 30% share of the

original $100,000)

○ Development Fee at Loan Closing: $14,000 (10% of $140,000 - adjusted for PHA's

30% share of the original $200,000 development fee paid at loan closing)

○ Annual Cash Flow: $2,930 (Year 1) to $6,900 (Year 10)

○ Exit Payment (Year 10): $51,116

○ Total Estimated: $116,720

PW – PHA Relations (10% Share)

● Role: Manages city relationships to align with municipal goals.

● Payments:

○ Soft Cost Funding: $7,000 (10% of $70,000 - adjusted for PHA's 30% share of the

original $100,000)

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19901 Quail Circle

Fairhope AL 36532

701-770-9118

michaelh@nsgia.com

Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

○ Development Fee at Loan Closing: $14,000 (10% of $140,000 - adjusted for PHA's

30% share of the original $200,000 development fee paid at loan closing)

○ Annual Cash Flow: $2,930 (Year 1) to $6,900 (Year 10)

○ Exit Payment (Year 10): $51,116

○ Total Estimated: $116,720

TD – Tom Dowling, Sips Manufacturing, Sponsor (35% Ownership)

● Role: Oversees SIPs manufacturing and sponsorship (details pending).

● Ownership: Holds 35% of the total development, not tied to the consultant fee structure.

● Payments: Not detailed here, as his role is ownership-based, not fee-based.

Key Takeaway

This compensation structure provides a framework for Northstar Group projects, with speciﬁc

terms negotiable per project. Northstar Group, owned by Michael Hoﬀman, maintains 20%

ownership and receives a development fee (typically targeting 10% of vertical and improvement

costs, but subject to negotiation). While Northstar aims to retain 100% of development fees, the

PHA may negotiate a portion (in Serenity Villages, 30%). Consultants each receive 10% of

Northstar's 20% ownership (2% of the total development each) and will be listed on closing

documents with their individual shares. The PHA's 45% ownership hinges on funding

pre-development; if they don't, it drops to 30%, and 15% goes to other funders. Hoﬀman's

compensation remains ﬂexible, reﬂecting his role as owner and the project's evolving needs.

Dollar amounts will vary by project size, and speciﬁc terms may be negotiated on a

project-by-project basis.

Business Structure and Entity Formation

1. Entity Formation and Type

Each real estate development will be organized through a separate Special Purpose Entity (SPE),

typically structured as a Limited Liability Company (LLC) due to its simplicity, ﬂexibility, and

widespread industry acceptance. Alternative structures may be considered if more beneﬁcial

based on speciﬁc project requirements.

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19901 Quail Circle

Fairhope AL 36532

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Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

2. Ownership and Vesting

Ownership interests within each SPE will align precisely with agreed-upon compensation

percentages. For instance, using Serenity Villages as a model:

● JS (Introducer/Marketer): 10% As part of North Star Group

● DM (Municipal Liaison): 10% As part of North Star Group

● PW (City Relations): 10% As part of North Star Group

● TD (Sips Manufacturing, Sponsor): 35% of Total Development

● PHA Sponsor: 45% of Total Development and Pre Development funds or Pre

Development Sponsor 15%

● Northstar Group: development fee 8-12%. Development 20%

Ownership interests will be immediately and fully vested at or before the initial funding of soft

costs, ensuring unconditional ownership and clarity from the outset of the project.

3. Development Fee Flexibility

The development fees for each project will be ﬂexible within HUD guidelines. Typically, fees will

range from 8% to 12% of total project costs but may vary based on speciﬁc project proformas, the

participation requirements of municipal partners (such as in the Serenity Villages project), and the

ﬁnancial viability of the development.

4. Fund Handling and Qualiﬁed Institutions

Funds generated by the SPE will be managed by a qualiﬁed, reputable ﬁnancial institution. The

selected institution must meet rigorous stability and reliability criteria, including:

● Substantial net worth (ideally $100 million or greater)

● Proven track record of stability and ﬁduciary responsibility

● Capability to transparently receive, hold, and distribute funds on behalf of SPE members

This institution may be chosen per project based on performance, reliability, and competitive

suitability.

5. Succession and Beneﬁciary Arrangements

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Accounts will be structured to facilitate seamless transitions and transfers upon the demise or

incapacitation of an SPE member:

● Accounts will be jointly held to ensure immediate access by designated joint account

holders without probate.

● Internal beneﬁciary transitions (transfers of ownership interests within the family—deﬁned

as spouse, children, or parents) require no additional approvals from other SPE members,

provided that the qualiﬁed institution's compliance ("Know Your Customer" or KYC)

requirements are fully satisﬁed.

6. Transfers and Class B Ownership Status

Any transfer of ownership interest—whether to a family member or a non-family member—will

automatically trigger reclassiﬁcation of the transferred interest to Class B status. Class B status

entails:

● Rights exclusively to ﬁnancial distributions.

● No voting rights, management participation, or legal and administrative standing within

the SPE.

Transfers to non-family members additionally require:

● Minimal approval from existing SPE members, generally automatic unless a material

concern arises.

● Compliance with the qualiﬁed institution's "Know Your Customer" requirements, including

providing social security numbers and undergoing standard compliance checks.

Members may establish their own LLC or entity to receive ﬁnancial distributions; however, any

transfer of their original ownership interest automatically results in the new entity holding a Class

B interest without governance or voting authority.

7. Administrative Simplicity

Provisions within the SPE structure will allow minimal administrative complexity. Members or their

representatives can manage internal beneﬁciary transitions without broader approvals, provided

they comply with the outlined transfer guidelines and meet institutional compliance standards.

________________________________________________

19901 Quail Circle

Fairhope AL 36532

701-770-9118

michaelh@nsgia.com

Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

Post-Development Partnership Terms

1. Development Phase vs. Operational Phase

During the Development Phase (deﬁned as the period from project initiation through construction

completion and stabilization), all partners are expected to fulﬁll their agreed-upon roles and

responsibilities as outlined in the initial agreement. Active participation is required to maintain the

initially agreed-upon ownership percentages.

Operational Phase Once the project has reached the Operational Phase (deﬁned as the period

following completion of development, when the property is generating regular cash ﬂow), the

following provisions apply:

● All ownership interests that were maintained through the Development Phase are

considered fully earned and vested

● Cash ﬂow distributions will continue according to the established ownership percentages

● Active participation is no longer required to maintain ownership interests

● All partners retain their respective rights to ongoing cash ﬂows and exit proceeds as

originally established

2. Exit Options and Transfer Provisions

During the Operational Phase, partners may wish to exit the investment. The following provisions

shall apply:

Right of First Refusal

● Any partner wishing to sell their interest must ﬁrst oﬀer it to existing partners

● Existing partners shall have 30 days to exercise their right to purchase the oﬀered interest

● If multiple partners wish to purchase, they may do so in proportion to their existing

ownership percentages

Valuation Method

● The value of an interest shall be determined by the bona ﬁde oﬀer received by the selling

partner

● No complex valuation formulas are required

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Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

● Existing partners need only match (not exceed) the terms of any legitimate third-party

oﬀer

● If no third-party oﬀer exists, the selling partner and remaining partners may negotiate a

mutually agreeable price

Transfer Procedure

● The selling partner shall provide written notice to all partners of intent to sell

● Interest transfers shall be documented through an amendment to the operating

agreement

● All parties shall cooperate in executing necessary documentation

● The qualiﬁed ﬁnancial institution managing funds shall be promptly notiﬁed of the transfer

3. Class B Designation for Transferred Interests

As outlined in the Business Structure and Entity Formation document:

● Any transfer of ownership interest automatically converts the transferred interest to Class

B status

● Class B status entitles the holder exclusively to ﬁnancial distributions

● Class B interests carry no voting rights, management participation, or legal/administrative

standing

● Transfers to non-family members require minimal approval from existing partners and

compliance with the ﬁnancial institution's "Know Your Customer" requirements

4. Extraordinary Circumstances

Death or Incapacity

● In the event of a partner's death or incapacity, their interest shall transfer according to

their estate planning directives

● Internal beneﬁciary transitions (transfers to spouse, children, or parents) shall proceed

without additional approvals

● The qualiﬁed institution's compliance requirements must still be satisﬁed

Prolonged Illness

● Partners experiencing prolonged illness shall retain their interests without penalty

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19901 Quail Circle

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Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

● Temporary accommodations may be made regarding any ongoing responsibilities

5. Administrative Simplicity

To maintain administrative eﬃciency:

● Partners or their representatives can manage internal beneﬁciary transitions without

broader approvals

● The managing partner shall maintain accurate records of all ownership interests

● Annual reporting shall include current ownership percentages and distribution amounts

● All partners shall receive timely notiﬁcation of any ownership changes

This document serves as an addendum to the original SPE Operating Agreement and shall be

incorporated by reference therein.

Project-Based Consultant Agreements

Each development project will have its own separate consultant agreement. Consultants should

note the following important considerations:

1. Project-Speciﬁc Responsibilities: Speciﬁc consultant roles and responsibilities will be

negotiated and formalized in writing prior to project start. While initial phases may operate

with good faith contributions based on general expectations, detailed role deﬁnitions will

be established as the project develops and individual consultant capabilities become

clear.

2. Development-Speciﬁc Representatives: Each development project will designate its own

special representative(s) responsible for that speciﬁc development.

3. Agreement Term: Consultant agreements are established on a project-by-project basis

and do not automatically extend to future projects. Each new project requires a new

agreement.

4. Initial Flexibility: At the beginning of projects, there may be uncertainty about each

consultant's speciﬁc abilities and optimal contributions. All parties are expected to

operate in good faith while more deﬁned roles and responsibilities are established.

________________________________________________

19901 Quail Circle

Fairhope AL 36532

701-770-9118

michaelh@nsgia.com

Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

5. Role Evolution: As projects progress, consultant roles may evolve based on

demonstrated abilities, project needs, and mutual agreement among the parties.

6. Formalization Timeline: Formal role documentation will typically occur within the ﬁrst 90

days of project initiation, allowing suﬃcient time for capabilities assessment while

ensuring clear expectations are established relatively early in the process.

7. Good Faith Principle: The relationship between Northstar Group and its consultants is

founded on good faith eﬀorts by all parties to contribute meaningfully to project success,

with the understanding that roles may be reﬁned as the project progresses.

Consultant Biographies

Michael Hoﬀman

A strategic consultant, real estate strategist, and inventor with decades of experience across real

estate, construction, and industrial innovation. While not formally trained as an engineer, Michael

applies technical insight, problem-solving skills, and a multidisciplinary approach to create

solutions in industrial heating, ﬂuid transport, and modular construction methods.

Michael's strength lies in understanding how systems work and improving them. His expertise in

assembling the right teams, navigating project feasibility, and advising on high-impact

developments has made him a trusted consultant for developers, municipalities, and industry

leaders. His ability to bridge real estate development, engineering concepts, and emerging

building technologies allows him to guide clients in optimizing projects for cost eﬃciency and

sustainability.

In real estate and development consulting, Michael has decades of experience, serving as a

consultant and team builder for aﬀordable housing and modular construction initiatives, including

Serenity Quadruplexes—a scalable, energy-eﬃcient housing model. He provides real estate

investment strategy and feasibility analysis, ensuring practical execution from concept to

completion, and advises on regulatory compliance and public-private partnerships, particularly in

aﬀordable housing and modular development.

________________________________________________

19901 Quail Circle

Fairhope AL 36532

701-770-9118

michaelh@nsgia.com

Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

As an inventor and innovator, Michael holds multiple U.S. patents in inductive heating,

energy-eﬃcient ﬂuid transport, and industrial insulation systems. His patents include: Inductive

Heater for Fluids (No. 10,560,984, issued 2020), Inductively Heated Tank Cars (No. 10,525,988,

issued 2020), Displacement Welding Chamber (No. 10,232,459, issued 2019), Magnetic Closures

for Pipe Insulation (No. 10,197,210, issued 2019), Frac and Storage Tank Exchanger (No. 9,920,605,

issued 2018), and Flow Balanced Frac Tank Farm (No. 9,915,127, issued 2018).

Michael has pioneered advanced industrial heating and transport solutions used in ﬂuid transport

systems, developed the Sparky-1 Argon Welding Chamber, and invented a patent-pending Fully

Integrated Reinforced Modular SIP (FIRM) System designed to enhance modular construction

eﬃciency and aﬀordability. His consulting work on Structural Insulated Panels (SIPs) and modular

housing has provided valuable guidance to developers, manufacturers, and municipal leaders on

scalable, energy-eﬃcient building solutions.

Known for solving problems that others overlook, Michael has consulted on real estate

developments from concept to execution, secured manufacturing partnerships to bring patented

energy solutions to market, and led initiatives in modular construction and prefabrication to help

reduce building costs while improving scalability. As owner of Northstar Group, he brings this

wealth of experience and innovation to aﬀordable housing initiatives.

Don Maxwell (DM)

A seasoned real estate professional with extensive experience in single-family housing markets,

community and economic development, and comprehensive mortgage and real estate practices.

His expertise spans risk management, REO property sales, loan origination, automated

underwriting, and closing and servicing processes.

Don's distinguished career includes over 12 years at the Federal National Mortgage Association

(Fannie Mae), where he served as Director of Marketing and Single Family Mortgage Business. In

this role, he developed and led sales and marketing eﬀorts with underserved lenders, sponsoring

numerous national and regional conferences with trade groups. His leadership expanded

business opportunities for trusted advisors and lenders, resulting in approximately $4.5 billion in

loan production (around 27,000 loans).

Following his tenure at Fannie Mae, Don held executive positions at 24 Asset Management,

Executive Asset Management, and Asset Serve Management. Throughout these roles, he

focused on increasing minority lending practices by establishing multicultural lending divisions,

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19901 Quail Circle

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701-770-9118

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Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

implementing sales and operational disciplines, and developing strategic partnerships

nationwide.

In January 2014, Don joined the Genesis family of companies as a Principal and Executive Team

member. His responsibilities included expanding the company's footprint within corporate

diversity sectors, overseeing business development across all Genesis companies, strategic

planning, and enhancing execution tactics within sales, operations, and marketing. His role also

encompassed developing and implementing business strategies, including proﬁt and loss

management, to signiﬁcantly impact return on investment.

Don's career demonstrates a deep commitment to fostering diversity in lending practices and

enhancing opportunities for underserved communities within the housing market. His

comprehensive background in public-private partnerships makes him ideally suited for his role as

Municipal Liaison for the Northstar Group's aﬀordable housing initiatives.

Tom Dowling (TD)

A distinguished civil engineer and entrepreneur with over 49 years of experience in the

construction industry. Tom holds a Bachelor's Degree in Civil Engineering from the University of

Delaware, completed coursework for a Master's in Soil Mechanics from the same institution, and

earned a Master's Degree in Civil Engineering with emphasis on System Optimization from

Florida Institute of Technology in 2020 with a perfect 4.0 GPA.

Tom's career began at The Whiting-Turner Contracting Company (1972-1981), where he managed

major infrastructure projects including the I-95 Bridge projects with a combined cost of $40

million. He later founded Metropolitan Contracting Co. Inc. (1981-2002), growing it to 230

employees and completing over $120 million in commercial, industrial, medical, and residential

projects, including work on Hyatt Regency Hotels in New Brunswick and Baltimore.

In 1985, Tom established Dowco Management Co. Inc., which now owns and manages over 920

residential units in Baltimore City and County. Most recently, in 2021, he founded Supreme

Insulated Panel Systems, where he serves as CEO, specializing in innovative Magnesium Oxide

insulated construction panels with R-values up to R-55. These panels oﬀer signiﬁcant advantages

including hurricane resistance (up to 230 mph winds), ﬁre resistance (Class A1 rating), energy

eﬃciency (up to 70% heating/cooling savings), and environmental beneﬁts (zero oﬀ-gassing and a

net-negative carbon footprint). The company's products have received numerous certiﬁcations

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19901 Quail Circle

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Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

including Miami/Dade NOA Approval, Florida Product Approval, NTA Certiﬁcation, and LEED

qualiﬁcation.

Since 2022, Tom has also served as President of NEXGEN Building Products, furthering his

commitment to innovative construction solutions. His extensive experience in both traditional

construction and cutting-edge building technologies makes him an invaluable asset to the

Serenity Villages project as SIPs Manufacturing Sponsor.

[Biography pending]

Paul Watkins Sr. (PW)

President of PMW Management Partners, Inc. with an extensive background in residential and

commercial development. His expertise includes structuring complex ﬁnance proposals, ﬁnancial

analysis, underwriting, and market feasibility analysis. Throughout his career, Paul has been an

award-winning, top-producing mortgage banker, funding over $300 million in multifamily and

residential loans. He brings extensive experience in strategic planning, analysis, and

implementation of recovery eﬀorts for HUD's Low-Income Housing and Housing Choice Voucher

Programs.

At PMW Management Partners, Paul leads overall business development eﬀorts, develops

strategic partner relationships for aﬀordable housing, and manages various public housing

authority (PHA) management contracts. Previously, he served as Director of Technical Assistance

at Econometrica, Inc., leading the technical assistance division of their Housing and Community

Development Group. In this role, he served as Senior Project Manager and Technical Lead on

several contracts for PHAs across the country, both independently and on behalf of HUD.

Paul has led teams conducting market analysis studies, strategic asset repositioning reports, and

technical assistance in all operational areas for troubled and at-risk PHAs and those under HUD

Receivership. Under a contract with HUD's Public and Indian Housing, Oﬃce of Capital

Investments, he provided ﬁnancial analysis, risk mitigation strategies, and commercial ﬁnance

underwriting evaluation for complex development transactions submitted by PHAs nationwide.

He has conducted strategic capital planning and development ﬁnance training for over 100 PHAs

within a 3-year period, demonstrating the use of programs such as the Rental Assistance

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Funding Opportunities for Modular Housing and Decentralized Energy in Ukraine (2025)

Demonstration (RAD) Program, Capital Fund Financing Program, and Low-Income Housing Tax

Credits to modernize and redevelop public housing.

Throughout his career, Paul has facilitated strategic planning sessions for corporate clients and

has been a speaker at various national conferences including industry organizations such as the

Public Housing Authorities Directors Association (PHADA) and National Association of Housing

and Redevelopment Oﬃcials (NAHRO).

Paul holds a B.S. in Finance from Hampton University and an M.B.A. from the University of

Maryland University College. His deep knowledge of public housing authorities and HUD

programs makes him ideally suited for his role managing PHA relations for Northstar Group

projects.

________________________________________________

19901 Quail Circle

Fairhope AL 36532

701-770-9118

michaelh@nsgia.com