Loren F. Paullus and Donna Paullus - Page 3

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          course as early as 1960.  Paullus decided to proceed after                  
          determining that his ranch possessed a substantial water supply             
          that could support the proposed golf course operation.                      
               Ridgemark was incorporated by Paullus and other investors on           
          or about November 4, 1971.  The Pre-Incorporation Subscription              
          Agreement provides that Ridgemark will be able to                           
               transact and carry on the business of acquiring, owning                
               and improving land for recreational and residential                    
               purposes, selling memberships in and playing privileges                
               in a golf course, and subdividing and selling improved                 
               or unimproved lots for residential purposes * * *                      
          Ridgemark’s articles of incorporation also provide that the                 
          corporation's business purposes are “To engage primarily in the             
          specific business of acquiring, developing, owning and selling              
          real property."                                                             
               Paullus contributed the 110-acre turkey farm to the                    
          corporation in exchange for stock.  The other investors                     
          contributed cash and real property in exchange for stock in                 
          Ridgemark.  At the time of incorporation, Paullus acquired 59.3             
          percent of Ridgemark’s outstanding stock.                                   
               On or about November 12, 1971, Ridgemark was authorized by             
          its board of directors to purchase golf course irrigation                   
          equipment from Western Rain Bird Sales.  Ridgemark also purchased           
          102-acre and 70-acre parcels for the golf course project.                   
               On June 22, 1972, Ridgemark filed a Declaration of Covenants           
          and Restrictions with San Benito County, California, for                    

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Last modified: May 25, 2011