THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THIS INVESTMENT INVOLVES A DEGREE OF RISK THAT MAY NOT BE SUITABLE FOR ALL PERSONS. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF A SIGNIFICANT PORTION OF THEIR INVESTMENT SHOULD PARTICIPATE IN THE INVESTMENT (SEE “RISK FACTORS” BELOW).

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE SALE THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Form 1-A Offering Circular Format for Regulation A Tier 2 Offering

Preliminary Offering Circular

For

ETX PARK FUND #2, LLC

A Texas Limited Liability Company

April 17, 2023

SECURITIES OFFERED: Equity in the form of Membership Interests denominated in Class A Units

PRICE PER MEMBERSHIP UNIT: $100.00 per Class A Unit

MAXIMUM OFFERING AMOUNT: $7,300,000.00 for 73,000 Class A Units

MINIMUM OFFERING AMOUNT: Not Applicable

MINIMUM INVESTMENT AMOUNT: $500.00

CONTACT INFORMATION:

ETX Park Fund #2, LLC

203 East Main, Suite 200

Nacogdoches, TX 75961

Phone: (936) 250-1475

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, Investors are encouraged to review rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

ETX Park Fund #2, LLC (the “Company”) is a Texas limited liability company formed on January 18, 2022 for the purpose of acquiring real property and developing and managing multi-family residential properties. The Company was formed with the intention of providing participating investors with a real estate-focused investment opportunity that combines income, principal investment growth, and elements of capital preservation in East Texas. The Company is offering by means of this offering circular (the “Offering Circular”), equity in the form of membership interests denominated in Units (the “Membership Interests,” “Membership Units,” or singularly, an “Interest” or “Unit”) on a best-efforts basis to those who meet the investor suitability standards (the “Investor(s)”) as set forth herein (see “Investor Suitability Standards” below).

The minimum investment amount per Investor is $500.00 in exchange for five Units (the “Minimum Investment Amount”). The Company does not intend to list the Units for trading on any exchange or other trading market, and the market for the Units is expected to be limited (see “Securities Being Offered” below).

The Company is managed by ETX Management #1, LLC, a Texas limited liability company (the "Manager"), and executive officers Brent D. Beal and Brock P. Beal (the “Officers”). The Company intends to use the proceeds of this Offering (the “Proceeds”) to carry on the business of investing in real property, directly or indirectly, by acquiring, owning, renovating, developing, holding for investment, operating, mortgaging, managing, leasing and otherwise exploiting and ultimately liquidating all land, buildings, and improvements, and personal property associated with the Company’s development located on Park Street in Nacogdoches, Texas (the “Nacogdoches Project”).

Sales of the Units pursuant to this Regulation A Tier 2 Offering (the “Offering”) will commence immediately upon qualification by the Securities and Exchange Commission (the “Effective Date”) and will terminate on the earliest of: (a) the date the Company, in its sole discretion, elects to terminate, (b) the date upon which all Units have been sold, or (c) exactly 12 months after the Effective Date (the “Offering Period”).

The Company will offer Membership Interests via a website, parkfund.etxmgmt.com, on a continuous and ongoing basis. Rialto Markets, a FINRA member broker-dealer, will act as the administrative broker-dealer for this Offering. Proceeds from this Offering will be held in escrow until the Minimum Offering Amount is met. The escrow account is administered by Thread Bank (see “Terms of the Offering” below).

Persons who purchase Units will be members of the Company subject to the terms of the Operating Agreement of the Company (“Members,” or, singularly, a “Member”) and will hereinafter be referred to as “Investors” or in the singular an “Investor.” The Company intends to use the proceeds of this Offering (“Proceeds”) to commence operations of the Company. The acceptance of Investor funds may be briefly paused at times to allow the Company to effectively and accurately process and settle subscriptions that have been received. There are no selling securityholders in this Offering.

Prior to this Offering, there has been no public market for the Membership Interests, and none is expected to develop. The Offering price is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Membership Interests on any securities market. The Manager and Affiliates will receive compensation and income from the Company and is subject to certain conflicts of interest (see “Risk Factors,” “Manager’s and Affiliates Compensation” and “Conflicts of Interest” below). Investing in the Membership Interests is speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment (see “Risk Factors” below starting on Page 7). There are material income tax risks associated with investing in the Company that prospective investors should consider (see “Income Tax Considerations” below).

As of the date of this Offering Circular, the Company has engaged KoreConX as transfer agent for this Offering.

The Company will commence sales of the Units immediately upon qualification of the Offering by the SEC. The Company anticipates sales will commence during Q2 – 2023.

OFFERING PROCEEDS TABLE

(1) The Offering price to Investors was arbitrarily determined by the Manager.

(2) The Company is not using an underwriter for the sale of the Units. These commissions listed are those for Rialto Markets, a FINRA broker-dealer, acting as a placement agent for this Offering on a best-efforts basis. Rialto Markets receives a 1.0% commission on the aggregate sales of the Units for a maximum of $73,000.00. See the “Plan of Distribution” section, below.

(3) Units will be offered and sold directly by the Company, the Manager and the Company’s and Manager’s respective Officers and employees. No commissions for selling Units will be paid to the Company, the Manager or the Company’s or Manager’s respective Officers or employees.

(4) The Company intends to reimburse the Manager for the initial expenses associated with this Offering, including legal and accounting expenses, not to exceed $150,000.00 and by no later than December 31, 2023, upon the successful raising of $250,000.00. See “Compensation of the Manager” below.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)(F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN ONE (1) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D)(3)(I)(F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR. THE COMPANY INTENDS TO OFFER THE SHARES DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE COMPANY INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE COMPANY REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE.

TABLE OF CONTENTS

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Operating Agreement, a copy of which is attached hereto as Exhibit 3 and should be carefully read in its entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and the Operating Agreement, the Operating Agreement shall prevail, and control and no Investor should rely on any reference herein to the Operating Agreement without consulting the actual underlying document.

The Company intends to operate primarily in East Texas (see “Description of Business” below).

FORWARD-LOOKING STATEMENTS

Investors should not rely on forward-looking statements because they are inherently uncertain. Investors should not rely on forward-looking statements in this Offering Circular. This Offering Circular contains forward-looking statements that involve risks and uncertainties. The use of words such as “anticipated,” “projected,” “forecasted,” “estimated,” “prospective,” “believes,” “expects,” “plans,” “future,” “intends,” “should,” “can,” “could,” “might,” “potential,” “continue,” “may,” “will,” and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular.

INVESTOR SUITABILITY STANDARDS

All persons who purchase the Units of the Company pursuant to the Subscription Agreement, attached hereto as Exhibit 4, must comply with the Investor Suitability Standards as provided below. It is the responsibility of the purchaser of the Units to verify compliance with the Investor Suitability Standards. The Company may request that the Investor verify compliance, but the Company is under no obligation to do so. By purchasing Units pursuant to this Offering, the Investor self-certifies compliance with the Investor Suitability Standards. If, after the Company receives Investor’s funds and transfers ownership of the Units, the Company discovers that the Investor does not comply with the Investor Suitability Standards as provided, the transfer will be deemed null and void ab initio and the Company will return Investor’s funds to the purported purchaser. The amounts returned to the purported purchaser will be equal to the purchase price paid for the Units less any costs incurred by the Company in the initial execution of the null purchase and any costs incurred by the Company in returning the Investor’s funds. These costs may include any transfer fees, sales fees/commissions, or other fees paid to transfer agents or brokers.

The Company’s Units are being offered and sold only to “Qualified Purchasers” as defined in Regulation A.

Qualified Purchasers include:

(i) “Accredited Investors” defined under Rule 501(a) of Regulation D (as explained below); and

(ii) All other Investors so long as their investment in the Company’s Units does not represent more than 10% of the greater of the Investor’s, alone or together with a spouse or spousal equivalent, annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

The Units are offered hereby and sold to Investors that meet one of the two categories above, to qualify as an Accredited Investor, for purposes of satisfying one of the tests in the Qualified Purchaser definition, an Investor must meet one of the following conditions:

1) An Accredited Investor, in the context of a natural person, includes anyone who:

(i) Earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year or

(ii) Has a net worth over $1 million, either alone, or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence), or

(iii) Holds in good standing a Series 7, 65, or 82 license.

2) Additional Accredited Investor categories include:

(i) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Exchange Act; any investment company registered under the Investment Fund Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Fund (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5 million any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

(iii) Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5 million;

(iv) Any director or executive officer, or Fund of the issuer of the securities being sold, or any director, executive officer, or Fund of a Fund of that issuer;

(v) Any trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(B)(b)(2)(ii) of the Code; or

(vi) Any entity in which all of the equity owners are Accredited Investors as defined above.

IDENTIFICATION OF AFFILIATES

“Affiliates” of the Company shall mean any jointly-owned entities associated with the Company, as listed below:

ETX Management #1, LLC, a Texas limited liability company

Role: The Company’s Manager

Ownership: Brent D. Beal owns 51% and Brock P. Beal owns 49% of ETX Management #1, LLC

Description: ETX Management #1, LLC is the Manager and sole Class B Member of the Company

ETX Park Fund #1, LP, a Texas limited partnership

Role: Investment property seller

Ownership: Brent D. Beal and Brock P. Beal are partial owners of ETX Park Fund #1, LP

Description: ETX Park Fund #1, LP owns the investment property which the Company has entered into an option agreement to purchase

RISK FACTORS

INVESTMENT RISKS

Control By Management

The Company’s Manager entity has managerial control of the day-to-day activities of the Company. Furthermore, The Manager entity owns 100% of the Company’s Class B Membership Interests (8.75% of the Company’s Membership Interests).

Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each investor must acquire his Units for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the Units. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from the Company, limitations on the percentage of Units sold and the manner in which they are sold. The Company can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to the Company, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations. No public market exists for the Units and no market is expected to develop. Consequently, owners of the Units may have to hold their investment indefinitely and may not be able to liquidate their investments in the Company or pledge them as collateral for a loan in the event of an emergency.

Broker–Dealer Sales Of Units

The Company’s Units are not presently included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange. No assurance can be given that the Units of the Company will ever qualify for inclusion on the NASDAQ System or any other trading market. As a result, the Company’s Units are covered by a Securities and Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and may also affect the ability of Investors to sell their Units in the secondary market.

Long–Term Nature Of Investment

An investment in the Units may be long term and illiquid. As discussed above, the offer and sale of the Units will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration which depends in part on the investment intent of the Investors. Prospective Investors will be required to represent in writing that they are purchasing the Units for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Units must be willing and able to bear the economic risk of their investment for an indefinite period of time. It is likely that Investors will not be able to liquidate their investment in the event of an emergency.

Future issuances of Units following this Offering would dilute ownership interests and may adversely affect the future market price of the Units.

The issuance of additional shares of Units could be dilutive to Members, if they do not invest in future offerings of the Company. The Company may finance issue additional Units to fund its forward business operations in the future.

No Current Market For Units

There is no current market for the Units offered in this Offering and no market is expected to develop in the near future.

Offering Price

The price of the Units offered has been arbitrarily established by the Company, considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to the Company.

Compliance With Securities Laws

The Units are being offered for sale in reliance upon certain exemptions from the registration requirements of the federal and state securities laws. If the sale of Units were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Units. If a number of purchasers were to obtain rescission, the Company would face significant financial demands which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

Lack of Firm Underwriter

The Units are offered on a “best efforts” basis by the Officers of the Company without compensation and on a “best efforts” basis through a FINRA registered broker-dealer via a Participating Broker-Dealer Agreement with the Company. Accordingly, there is no assurance that the Company, or any FINRA broker-dealer, will sell the maximum Units offered or any lesser amount.

Projections: Forward Looking Information

Manager has prepared projections regarding the Company’s anticipated financial performance. The Company’s projections are hypothetical and based upon factors influencing the business of the Company. The projections are based on Manager’s best estimate of the probable results of operations of the Company, based on present circumstances, and have not been reviewed by the Company’s independent accountants. These projections are based on several assumptions, set forth therein, which Manager believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due to the inevitable occurrence of unanticipated events and circumstances beyond Manager’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature.

In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into the Company’s market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Company’s business. While Manager believes that the projections accurately reflect possible future results of the Company’s operations, those results cannot be guaranteed.

BUSINESS RISKS

The Company commenced preliminary business development operations on January 18, 2022, and it is organized as a limited liability company under the laws of the State of Texas. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the acquisition of real estate, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future.

There can be no assurances that the Company will operate profitably. An investment in the Units involves a number of risks. Investors should carefully consider the following risks and other information in this Offering Circular before purchasing Units. Without limiting the generality of the foregoing, Investors should consider, among other things, the following risk factors:

Inadequacy Of Funds

Gross Offering Proceeds up to $7,300,000 may be realized. Management believes that such Proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of its business plans. It is the intention of the Company to acquire third-party financing of the Portfolio Assets whether or not the Maximum Offering of $7,300,000 is raised. If only a fraction of this Offering is sold, or if certain assumptions contained in Management’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business and may need debt financing or other capital investment to fully implement its business plans.

Dependence On Management

The Company’s business will be significantly dependent on the Company’s management team, Brent D. Beal and Brock P. Beal. The loss of any of these individuals could have a material adverse effect on the Company.

The Company’s key personnel are not required to devote full-time to the business of the Company.

The Company’s management is not required to devote their individual capacity full-time to the Company’s affairs, but only such time as the affairs of the Company may reasonably require.

Risks Associated With Expansion

The Company plans on expanding its business through the acquisition of real estate and development of housing units. Any expansion of operations the Company may undertake will entail risks, and such actions may involve specific operational activities which may negatively impact the profitability of the Company. Consequently, the Investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert Management’s attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company’s present and prospective business activities.

General Economic Conditions

The financial success of the Company may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the marketplace for the Company’s real estate assets. The Company has no control over these changes.

Possible Fluctuations In Operating Results

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction payments, and general economic conditions. Consequently, the Company’s revenues may vary by quarter, and the Company’s operating results may experience fluctuations.

Risks Of Borrowing

If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of owners of Class A Membership Interests of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.

Unanticipated Obstacles To Execution Of The Business Plan

The Company’s business plans may change. Some of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s planned activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s Officers. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

The Company has purchased an option to purchase property for its planned real estate asset construction.

The Company currently has an option contract on property in Nacogdoches, Texas. If the Company is unable to execute this contract, the Company will be forced to look elsewhere for a suitable building site upon which the Company would construct multi-family housing. This could be detrimental to the financial performance of the Company.

Management Discretion As To Use Of Proceeds

The net proceeds from this Offering will be used for the purposes described under the “Use of Proceeds” section. The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its Members in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors in the Units offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the investors must depend.

The Company’s Success Will Depend Upon the Acquisition of Real Estate, and the Company May be Unable to Consummate Acquisitions or Dispositions on Advantageous Terms, and the Acquired Properties May Not Perform as the Company Expects

The Company intends to acquire and sell real estate assets. The acquisition of real estate entails various risks, including the risks that the Company’s real estate assets may not perform as they expect, that the Company may be unable to quickly and efficiently integrate assets into its existing operations and that the Company’s cost estimates for the lease and/or sale of a property may prove inaccurate.

Reliance on Manager to Select Appropriate Properties

The Company’s ability to achieve its investment objectives is dependent upon the performance of the Manager’s team in the quality and timeliness of the Company’s acquisition of real estate properties. Investors in the Units offered will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning the Company’s investments. Investors in the Units must rely entirely on the management ability of and the oversight of the Company’s Manager and Officers.

Competition May Increase Costs

The Company will experience competition from other sellers of real estate and other real estate projects. Competition may have the effect of increasing acquisition costs for the Company and decreasing the sales price or lease rates of real estate assets.

Delays in Acquisition of Properties

Delays Manager may encounter in the selection and acquisition of properties could adversely affect the profitability of the Company. The Company may experience delays in identifying properties that meet the Company’s ideal purchase parameters.

Environmentally Hazardous Property

Under various Federal, City and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require expenditures. Environmental laws provide for sanctions in the event of non-compliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. In connection with the acquisition and ownership of its properties, the Company may be potentially liable for such costs. The cost of defending against claims of liability, complying with environmental regulatory requirements or remediation any contaminated property could materially adversely affect the business, assets or results of operations of the Company.

Manager’s Discretion in the Future Disposition of Properties

The Company cannot predict with any certainty the various market conditions affecting real estate investments which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future disposition of the Company’s properties, the Company cannot assure the Investor that it will be able to sell its properties at a profit in the future. Accordingly, the timing of liquidation of the Company’s real estate investments will be dependent upon fluctuating market conditions.

Real Estate Investments are Not as Liquid as Other Types of Assets, Which May Reduce Economic Returns to Investors

Real estate investments are not as liquid as other types of investments, and this lack of liquidity may limit the Company’s ability to react promptly to changes in economic, financial, investment or other conditions. In addition, significant expenditures associated with real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. Thus, the Company’s ability at any time to sell assets or contribute assets to property funds or other entities in which the Company has an ownership interest may be restricted. This lack of liquidity may limit the Company’s ability to vary its portfolio promptly in response to changes in economic financial, investment or other conditions and, as a result, could adversely affect the Company’s financial condition, results of operations, and cash flows.

The Company May be Unable to Sell a Property If /When it Decides to Do So, Including as a Result of Uncertain Market Conditions, Which Could Adversely Affect the Return on an Investment in the Company

The Company’s ability to dispose of properties on advantageous terms depends on factors beyond

the Company’s control, including competition from other sellers and the availability of attractive financing for potential buyers of the properties the Company acquires. The Company cannot predict the various market conditions affecting real estate investments which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future disposition of the properties the Company acquires, it cannot assure its Members that the Company will be able to sell such properties at a profit in the future. Accordingly, the extent to which the Company’s Members will receive cash distributions and realize potential appreciation on its real estate investments will be dependent upon fluctuating market conditions. Furthermore, the Company may be required to expend funds to correct defects or to make improvements before a property can be sold. The Company cannot assure its Members that it will have funds available to correct such defects or to make such improvements. In acquiring a property, the Company may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These provisions would restrict the Company’s ability to sell a property.

Illiquidity of Real Estate Investments Could Significantly Impede the Company’s Ability to Respond to Adverse Changes in the Performance of the Portfolio Investments and Harm the Company’s Financial Condition

Since real estate investments are relatively illiquid, the Company’s ability to promptly sell acquired assets in response to changing economic, financial and investment conditions may be limited. In particular, these risks could arise from weakness in, or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in local, regional national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. The Company may be unable to realize its investment objectives by sale, other disposition or refinance at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy.

The Terms of New or Renewal Leases May Result in a Reduction in Income

Should the Company lease its real estate properties, the terms of any such new or renewal leases may be less favorable to the Company than the previous lease terms. Certain significant expenditures that the Company, as a landlord, may be responsible for, such as mortgage payments, real estate taxes, utilities and maintenance costs generally are not reduced as a result of a reduction in rental revenues. If lease rates for new or renewal leases are substantially lower than those for the previous leases, the Company’s rental income might suffer a significant reduction. Additionally, the Company may not be able to sell a property at the price, on the terms or within the time frame it may seek. Accordingly, the timing of liquidation of the Company and the extent to which Investor Members may receive distributions and realize potential appreciation on the Company’s real estate investments may be dependent upon fluctuating market conditions. The price the Company obtains from the sale of a property will depend upon various factors such as the property’s operating history, demographic trends in the property’s locale and available financing for, and the tax treatment of, real estate investments. The Company may not realize significant appreciation and may even incur losses on its properties and other investments. The recovery of any portion or all of an Investor’s investment and any potential return thereon will depend on the amount of net proceeds the Company is able to realize from a sale or other disposition of its properties.

The Company May Be Unable to Lease Rental Properties

If the rental rates for properties decrease or the Company is not able to release a significant portion of available and soon-to-be-available space, its financial condition, results of operations, cash flow, the market value of interests and ability to satisfy debt obligations and to make distributions to Members could be adversely affected.

The Property Acquired by the Company May Have Liabilities or Other Problems

The Company intends to perform appropriate due diligence for the real estate investments it acquires. The Company also will seek to obtain appropriate representations and indemnities from sellers in respect of such properties or other investments. The Company may, nevertheless, acquire properties or other investments that are subject to uninsured liabilities or that otherwise have problems. In some instances, the Company may have only limited or perhaps even no recourse for any such liabilities or other problems or, if the Company has received indemnification from a seller, the resources of such seller may not be adequate to fulfill its indemnity obligation. As a result, the Company could be required to resolve or cure any such liability or other problems, and such payment could have an adverse effect on the Company’s cash flow available to meet other expenses or to make distributions to Investors.

The Company’s Investments May be Subject to Risks From the Use of Borrowed Funds

The Company may acquire properties subject to existing financing or by borrowing funds. The Company may also incur or increase its indebtedness by obtaining loans secured by certain properties in order to use the proceeds for acquisition of additional properties. In general, for any particular property, the Company will expect that the property’s cash flow will be sufficient to pay the cost of its mortgage indebtedness, in addition to the operating and related costs of the property. However, if there is insufficient cash flow from the property, the Company may be required to use funds from other sources to make the required debt service payments, which generally would reduce the amount available for distribution to Investors. The incurrence of mortgage indebtedness increases the risk of loss from the Company’s investments since one or more defaults on mortgage loans secured by its properties could result in foreclosure of those mortgage loans by the lenders with a resulting loss of the Company’s investment in the properties securing the loans. For tax purposes, a foreclosure of one of the Company’s properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the indebtedness secured by the mortgage. If that outstanding balance exceeds the Company’s tax basis in the property, the Company would recognize a taxable gain as a result of the foreclosure, but it would not receive any cash proceeds as a result of the transaction.

Mortgage loans or other financing arrangements with balloon payments in which all or a substantial portion of the original principal amount of the loan is due at maturity, may involve greater risk of loss than those financing arrangements in which the principal amount of the loan is amortized over its term.

At the time a balloon payment is due, the Company may or may not be able to obtain alternative financing on favorable terms, or at all, to make the balloon payment or to sell the property in order to make the balloon payment out of the sale proceeds. If interest rates are higher when the Company obtains replacement financing for its existing loans, the cash flows from its properties, as well as the amounts the Company may be able to distribute to Investors, could be reduced. If interest rates are higher when the Company obtains replacement financing for its existing loans, the cash flows from its properties, as well as the amounts the Company may be able to distribute to Investors, could be reduced. In some instances, the Company may only be able to obtain

recourse financing, in which case, in addition to the property or other investment securing the loan, the lender may also seek to recover against the Company’s other assets for repayment of the debt. Accordingly, if the Company does not repay a recourse loan from the sale or refinancing of the property or other investment securing the loan, the lender may seek to obtain repayment from one or more of such other assets.

Uninsured Losses Relating to Real Property May Adversely Affect an Investor’s Return

The Manager will attempt to assure that all of the Company’s properties are comprehensively insured (including liability, fire, and extended coverage) in amounts sufficient to permit replacement in the event of a total loss, subject to applicable deductibles. However, to the extent of any such deductible and/or in the event that any of the Company’s properties incurs a casualty loss which is not fully covered by insurance, the value of the Company’s assets will be reduced by any such loss. Also, certain types of losses, generally of a catastrophic nature, resulting from, among other things, earthquakes, floods, hurricanes or terrorist acts may not be insurable or even if they are, such losses may not be insurable on terms commercially reasonable to the Company. Further, the Company may not have a sufficient external source of funding to repair or reconstruct a damaged property; there can be no assurance that any such source of funding will be available to the Company for such purposes in the future.

Competition For Investments May Increase Costs And Reduce Returns

The Company will experience competition for real property investments from individuals, corporations, and bank and insurance company investment accounts, as well as other real estate limited partnerships, real estate investment funds, commercial developers, pension plans, other institutional and foreign investors and other entities engaged in real estate investment activities. The Company will compete against other potential purchasers of properties of high quality commercial properties leased to credit-worthy tenants and residential properties and, as a result of the weakened U.S. economy, there is greater competition for the properties of the type in which the Company will invest. Some of these competing entities may have greater financial and other resources allowing them to compete more effectively. This competition may result in the Company paying higher prices to acquire properties than it otherwise would, or the Company may be unable to acquire properties that it believes meet its investment objectives and are otherwise desirable investments.

In addition, the Company’s properties may be located close to properties that are owned by other real estate investors and that compete with the Company for tenants. These competing properties may be better located and more suitable for desirable tenants than the Company’s properties, resulting in a competitive advantage for these other properties. This competition may limit the Company’s ability to lease space, increase its costs of securing tenants, limit its ability to charge rents and/or require it to make capital improvements it otherwise might not make to its properties. As a result, the Company may suffer reduced cash flow with a decrease in distributions it may be able to make to Investors.

Risks of Real Property Ownership that Could Affect the Marketability and Profitability of the Properties

There is no assurance that the Company’s owned real properties will be profitable or that cash from operations will be available for distribution to the Investors. Because real property, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of real property interests. The marketability and value of real property will depend upon many factors beyond the control of the Company, including (without limitation):

Environmental Regulation and Issues, Certain of Which the Company May Have No Control Over, May Adversely Impact the Company’s Business

Federal, state and local laws and regulations impose environmental controls, disclosure rules and zoning restrictions which directly impact the use, and/or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities and mortgage lending with respect to some properties, and may therefore adversely affect the Company specifically, and the real estate industry in general. Failure by the Company to uncover and adequately protect against environmental issues in connection with a Portfolio Investment may subject the Company to liability as the buyer of such property or asset. Environmental laws and regulations impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at the property.

Liability can be imposed even if the original actions were legal and the Company had no knowledge of, or was not responsible for, the presence of the hazardous or toxic substances. The Company may also be held responsible for the entire payment of the liability if the Company is subject to joint and several liability and the other responsible parties are unable to pay. Further, the Company may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the site, including the presence of asbestos containing materials. Insurance for such matters may not be available.

Real Estate May Develop Harmful Mold, Which Could Lead to Liability for Adverse Health Effects and Costs of Remediating the Problem

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of the Company’s properties could require the Company to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose the Company to liability from its tenants, employees of such tenants and others if property damage or health concerns arise.

Terrorist Attacks or Other Acts of Violence or War May Affect the Industry in Which the Company Operates, its Operations and its Profitability

Terrorist attacks may harm the Company’s results of operations and an Investor’s investment. There can be no assurance that there will not be more terrorist attacks against the United States or U.S. businesses. These attacks or armed conflicts may directly or indirectly impact the value of the property the Company owns or that secure its loans. Losses resulting from these types of events may be uninsurable or not insurable to the full extent of the loss suffered. Moreover, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. They could also result in economic uncertainty in the United States or abroad. Adverse economic conditions resulting from terrorist activities could reduce demand for space in the Company’s properties due to the adverse effect on the economy and thereby reduce the value of the Company’s properties.

The Company Will be Subject to Risks Related to the Geographic Location of the Property it Acquires

The Company intends to acquire, lease, and sell real estate assets in one geographic area. If the commercial or residential real estate markets or general economic conditions in this geographic area decline, the Company may experience a greater rate of default by tenants on their leases with respect to properties in these areas and the value of the properties in these areas could decline. Any of these events could materially adversely affect the Company’s business, financial condition or results of operations.

Unforeseen Changes

While the Company has enumerated certain material risk factors herein, it is impossible to know all risks which may arise in the future. In particular, Investors may be negatively affected by changes in any of the following: (i) laws, rules, and regulations; (ii) regional, national, and/or global economic factors and/or real estate trends; (iii) the capacity, circumstances, and relationships of partners of Affiliates, the Company or the Manager; (iv) general changes in financial or capital markets, including (without limitations) changes in interest rates, investment demand, valuations, or prevailing equity or bond market conditions; or, (v) the presence, availability, or discontinuation of real estate and/or housing incentives.

Potential Conflicts of Interest

Brent D. Beal and Brock P. Beal are the beneficial owners of the Company’s Class B Membership Interests through Affiliate ETX Management #1, LLC, which is also the Manager of the Company. Additionally, the Company intends to purchase and develop land from an Affiliate. Because of these relationships, management of the Company is subject to certain conflicts of interest.

COVID-19

In December 2019, the 2019 novel coronavirus (“Covid19”) surfaced in Wuhan, China. The World

Health Organization declared a global emergency on January 30, 2020, with respect to the outbreak and several countries, including the United States, have initiated travel restrictions. The final impacts of the outbreak, and economic consequences, are unknown and still evolving.

The Covid19 health crisis has adversely affected the U.S. and global economy, resulting in an economic downturn that could impact demand for the Company’s products and services. Further, mitigation efforts by State and local governments have resulted in certain business operating restrictions that have negatively impacted the economy and could impact the Company’s financial results.

The future impact of the outbreak is highly uncertain and cannot be predicted and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus.

RISKS RELATED TO EMPLOYEE BENEFIT PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS

In Some Cases, if the Investors Fails to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Interests, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties:

There are special considerations that apply to investing in the Company’s Interests on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the investor is investing the assets of any of the entities identified in the prior sentence in the Company’s Units, the Investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Units constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

DILUTION

The Company is only offering Class A Membership Interests to Investors through this Offering. There have not been any transfers or sales of the Company’s Class A Membership Interests within the past year to anyone, including affiliated persons of the Company.

As of the date of this Offering Circular, the Company had issued 7,000 of its Class B Membership Interests. 7,000 of the Company’s Class B Membership Interests have been issued to the Manager, ETX Management #1, LLC. These Class B Membership Interests were issued in exchange for services rendered to the Company in forming the Company and initiating this Offering.

PLAN OF DISTRIBUTION

The Offering will be made through general solicitation, direct solicitation, and marketing efforts whereby INvestors will be directed to the Company’s website (parkfund.etxmgmt.com) to invest. The Company has engaged Rialto Markets, an independent, FINRA member broker-dealer to assist with the Unit sales in exchange for a one-percent (1.0%) commission fee on the aggregate sales. The Offering is conducted on a best-efforts basis. The commission fee will begin to be paid after the Company receives a “No Objection” letter from FINRA after review of this Offering Circular. No Commissions or any other remuneration for the Unit sales will be provided to the Company, the Manager, any Officer, or any employee of the Company, relying on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

The Company will not limit or restrict the sale of the Units during this 12-month Offering. No market exists for the Units and no market is anticipated or intended to exist in the near future, therefore there is no plan to stabilize the market for any of the securities to be offered.

The Officers of the Company are primarily engaged in the Company’s business of real estate investment, and none of them are, or have ever been, brokers nor dealers of securities. The Officers will not be compensated in connection with the sale of securities through this Offering. The Company believes that the Officers are associated persons of the Company not deemed to be brokers under Exchange Act Rule 3a4-1 because: (1) no Officer is subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Exchange Act at the time of their participation; (2) no Officer will be compensated in connection with his participation by the payment of commissions or by other remuneration based either directly or indirectly on transactions in connection with the sale of securities through this Offering; (3) no Officer is an associated person of a broker or dealer; (4) the Officers primarily perform substantial duties for the Company other than the sale or promotion of securities; (5) no Officer has acted as a broker or dealer within the preceding twelve months of the date of this Offering Circular; (6) no Officer will participate in selling this Offering after more than twelve months from the Effective Date of the Offering.

Rialto Markets has agreed to act as broker of record to assist in connection with this Offering. Rialto Markets is not purchasing or selling any securities offered by this Offering Circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities.

The Company will also publicly market the Offering using general solicitation through methods that include e-mails to potential Investors, the internet, social media, and any other means of widespread communication.

This Offering Circular will be accessible to prospective investors by download 24 hours per day, 7 days per week on the Company’s website at parkfund.etxmgmt.com and via of the EDGAR filing system.

The following table shows the total discounts and commissions payable to Rialto Markets in connection with this Offering by the Company:

Other Terms

Rialto Markets has also agreed to perform the following services in exchange for the compensation discussed above: 

The Company shall also engage Rialto Markets as a consultant to provide ongoing general consulting services relating to the Offering, such as coordination with third-party vendors and general guidance with respect to the Offering. The Company will pay a one-time “Consulting Fee”

of $10,000.00, which will be due and payable thirty (30) days after FINRA issues a No Objection letter.

The Company has also engaged Rialto Markets to provide and manage blue-sky state notice filings. The Company will make a one-time payment of $7,500.00 to Rialto Markets to manage this process. The Company estimates it will pay $13,000.00 to Rialto Markets in accountable expenses related to costs incurred by Rialto Markets for blue-sky notice filings, separate from the $7,500.00 one-time payment. Any unused portion of the $13,000.00 will be returned to the Company. The Company also intends to pay to Rialto Markets $1,595.00 for the FINRA filing fee; the FINRA filing fee is due and payable prior to any submission by Rialto Markets to FINRA. The FINRA filing fee is calculated as $500.00 plus 0.015% of the Maximum Offering Amount.

Assuming the full amount of the Offering is raised, the Company estimates that the total commissions, fees, and expenses of the Offering payable by the Company to Rialto Markets will be approximately $105,095.00.

Selling Securityholders

There are no selling securityholders in this Offering.

USE OF PROCEEDS

The Company intends to raise Offering proceeds to engage in the following activities: (i) to acquire 9.4 acres of land in Nacogdoches, Texas; (ii) to contract with third-party construction services to build real property assets on the land; (iii) to contract with third-party property management service to develop and manage the property; and, (iv) to ultimately liquidate the property.

1.       Asset Development

The Company plans to contract with an experienced developer and/or construction vendor to build the initial phase of approximately 90 multi-family residential units. If the Company fails to reach the Maximum Offering Amount, the Company may be unable to build the 90 planned multi-family units. Tentatively, the Company intends to build units in accordance with the following schedule: approximately 30 units if 25% of the Maximum Offering amount is raised; approximately 60 units if 50% of the Maximum Offering Amount is raised; and, approximately 90 units if 100% of the Maximum Offering Amount is raised. If the Company is unable to raise 25% of the Maximum Offering Amount, the Company may not be able to build the planned units at the Park Street Property. See “Contingency Plans” below.

2.       Land Acquisition

The Company has entered into an option agreement (the “Option Agreement”) with Affiliate ETX Park Fund #1, LP to purchase approximately 9.4 acres located at Park Street, Nacogdoches, Texas 75961 for $37,500.00 per acre. The Company anticipates this transaction will amount to $370,125.00.

3.       Pre-Construction Infrastructure

The Company anticipates that an access road which meets specifications adopted by the City of Nacogdoches, Texas will need to be built. The dimensions of the access road are expected to be approximately 1,500 feet in length by 32 feet in width, with estimated costs of $125.00 per square yard. The planned cost of building the access road is $609,000.00. If the Company raises 50% or less than the Maximum Offering Amount of $7,300,000.00, or $3,650,000.00 or less, the Company anticipates that only half (750 feet of the planned 1,500 feet in length) of the access road will be built, and would cost $234,000.00 to construct. The Company anticipates entering into an agreement with the City of Nacogdoches, Texas to assume ongoing responsibility of the access road.

4.       Contingencies

The Company will set aside a portion of the Proceeds for entity management, offering expenses, and other unforeseen exigencies, including cost overruns, delays, and other unanticipated challenges. It is anticipated that some of these expenses will scale with the completed percentage of the offering, not to exceed $758,287.00 at the Maximum Offering Amount.

5.       Broker-Dealer Commission

The Company will pay Rialto Markets 1.0% of the Proceeds.

6.       Reimbursement

The Company intends to reimburse the Manager for the initial expenses associated with this Offering, including legal and accounting expenses, not to exceed $150,000.00 and by no later than December 31, 2023, upon the successful raising of $250,000.00. See “Compensation of the Manager” below.

The Company hereby reserves the right to change the anticipated or intended Use of Proceeds of this Offering as described in this Section and as described elsewhere within this Offering Circular.

DESCRIPTION OF BUSINESS

Corporate History & Management of the Company 

ETX Park Fund #2, LLC, is a Texas limited liability company formed on January 18, 2022. On February 27, 2023, the Company filed a Certificate of Amendment designating ETX Management # 1, LLC as the Manager of the Company. The Company is a real estate development company focused on developing and managing multi-family residential properties, primarily in East Texas. The Company may also develop and/or acquire short-term residential rental properties, primarily in East Texas.

The Manager of the Company, ETX Management #1, LLC, a Texas limited liability company, was formed on April 25, 2022. The Manager is controlled by Brent D. Beal and Brock P. Beal.

The Company’s Business 

The Company has signed an option agreement (the “Option Agreement”) with Affiliate ETX Park Fund #1, LP to purchase approximately 9.4 acres of land located on Park Street, Nacogdoches, Texas 75961. The Company is focused on building, leasing, and managing approximately 90 units of multi-family housing on this tract of land (the “Nacogdoches Project”), with additional units planned.

Description of the Nacogdoches, Texas Community

The Company believes that the location of Nacogdoches, Texas makes it an attractive community for real estate investment. This assessment is based on the following factors, among others:

The East Texas Region

Nacogdoches, Texas is located in the East Texas region of Texas. While the City of Nacogdoches has a population of 32,147 as of the 2020 Census, the Nacogdoches Economic Market, which is comprised of the City of Nacogdoches, Nacogdoches County, and surrounding smaller counties, has a population of approximately 315,000. Nacogdoches is centrally located within the 41-county East Texas region; Nacogdoches is a rural city, located in Deep East Texas equidistant between Dallas and Houston, and one hour south of Tyler.

Market Demographic Information

These figures were sourced from the United States Census Bureau’s Micropolitan Statistical Areas Population Totals and Components of Change: 2020-2021.

Option Contract

The Company has executed the Option Agreement with Affiliate ETX Park Fund #1, LP to purchase land for the Nacogdoches Project (attached hereto as Exhibit 6). The Option Agreement was purchased by the Company for $1,000.00 and grants the Company the option to purchase 9.4 acres of land within the City of Nacogdoches, Texas for $37,500.00 per acre. Upon full exercise of the option, the Company estimates it will pay ETX Park Fund #1, LP approximately $353,000.00. The option expires January 1, 2024.

Affiliate ETX Park Fund #1, LP is partially owned by Brent D. Beal and Brock P. Beal who do not have control of ETX Park Fund #1, LP. Upon exercise of the option, the value of Brent D. Beal and Brock P. Beal’s ownership in ETX Park Fund #1, LP will increase (see “Conflicts of Interest” below).

The Option Agreement contains a clause allowing for Affiliate ETX Park Fund #1, LP to pay $15,000.00 per acre to the Company as reimbursement for the Company’s expenses related to constructing an access road for the Nacogdoches Project. The Company expects ETX Park Fund #1, LP to contribute approximately $141,000.00 for construction of the access road.

In the event the Proceeds from this Offering are not sufficient, and the Company is unable to exercise the option, the Company may conduct a search for other suitable properties in East Texas, upon which the Company would commence its plans to construct units of multi-family housing.

See Exhibit 6 - “Option Contract.”

Site of the Nacogdoches Project

The Nacogdoches Project is planned to be built at the approximately 9.4 acres of raw land in the Eastern portion of the City of Nacogdoches, Texas, located on Park Street (the “Park Street Property”).

The Company believes the Park Street Property represents a uniquely-favorable location for a new multi-family residential development. The City of Nacogdoches is surrounded by a highway “loop,” consisting of TX-224 to the north, east, and south, and U.S. 59, which will become a portion of I-69, to the west. The Park Street Property is conveniently situated inside this loop, with easy access on the west to N University Drive, one of two main roads with significant commercial development that run north-to-south through Nacogdoches, and to the loop (TX-224) on the east. For example, the Park Street Property is 0.5 miles from a Walmart Neighborhood Market (on N University Drive), 0.3 miles from Mike Moses Elementary School, and 0.6 miles from the loop, providing convenient access to all major highways, including (U.S. 59, south to Houston and north to Dallas), and both TX State Highway 7 and TX State Highway 21, running east and west. The Park Street Property is similarly closely situated (1.1 miles) to Stephen F. Austin State University.

Although the Park Street Property is centrally located with convenient access to downtown Nacogdoches, North University Drive, Stephen F. Austin State University, and the loop, it is located in a picturesque and relatively undeveloped pocket of land. The City of Nacogdoches has expressed an interest in promoting “in-fill” developments (rather that continued development outside the loop and/or outside the city), and the Company believes that the Nacogdoches Project would benefit from incentives provided by the City of Nacogdoches.

Multi-family Residential Development

The Company intends to build approximately 90 units of multi-family residential housing during the initial phase of construction. The Company anticipates that 6 buildings, with each building containing 15 units, will be constructed at the Park Street Property. The buildings are anticipated to be up to 3 stories in height. The Company anticipates that there will be different unit designs, varying between single-bedroom/single-bathroom units, 2-bedroom/2-bathroom units, and 3-bedroom/3-bathroom units, averaging approximately 950 square feet.

In addition to the multi-family housing units, the Company intends to build a parking lot, outdoor gathering areas, a dog park, a leasing office, shared work spaces, and a splash pad at the Park Street Property campus.

Timeline

The Company intends to break ground on pre-construction infrastructure approximately 3 months after either of the following have occurred: (i) the Maximum Offering Amount has been reached; or, (ii) 12 months from the date of this Offering Circular have elapsed. Construction of the initial phase of approximately 90 units of multi-family housing will begin once sufficient pre-construction infrastructure is in place to support construction efforts. The Company anticipates that these units will be completed roughly 18 to 24 months after the commencement of construction.

Additional Planned Units

In addition to the planned initial phase of 90 units, the Company intends to build another 90 units in a second phase of construction. The next phase of construction is anticipated to commence after the initial units have been fully leased. This second phase of units is anticipated to be built at the Park Street Property and directly adjacent to the initial phase of 90 units. The Company plans to raise additional monies in order to fund the construction of this second phase of units, and anticipates that another offering of the Company’s Membership Interests will be necessary.

Contingency Plans

If the Maximum Offering Amount of $7,300,000.00 is not met, the Company may be unable to build the 90 planned multi-family units. The Company intends to build units in accordance with the following schedule: approximately 30 units if 25% of the Maximum Offering amount is raised; approximately 60 units if 50% of the Maximum Offering Amount is raised; and, approximately 90 units if 100% of the Maximum Offering Amount is raised.

However, if the Company is unable to raise at least 25% of the Maximum Offering Amount, the Company may not be able to build the planned units at the Park Street Property. In that case, the Manager may elect to: (i) build a reduced number of multi-family units; (ii) build an access road; and/or, (iii) dispose of the Park Street Property and dissolve and wind up the Company. In the event that the Manager elects to dissolve and wind up the Company, the assets of the Company will be liquidated and such proceeds will be used in accordance with the terms of the Operating Agreement (see “Securities Being Offered” below, and Exhibit 3 – “Operating Agreement,”). These contingency plans are in the Manager’s sole discretion.

Exit Strategy

As of the date of this Offering Circular, the Company has not set a definite term for the liquidation of all land, buildings, improvements, and personal property associated with the development of the Nacogdoches Project. The Manager has discretion to sell the Company’s interest in the Nacogdoches Project at market rate in the future.

Borrowing Policy

The Company intends to use a maximum leverage of a 75% loan-to-value ratio for all investment properties.

Management of the Company’s Properties

The Company intends to use a third-party property management service for the Company’s property management needs. All property management standards will be followed in accordance with local and state policies and regulations.

The Manager of the Company

ETX Management #1, LLC is the Manager of the Company and will receive compensation for services rendered to the Company (see “Compensation of the Manager” below).

Employees

At present, the Company has no employees. However, the Company may hire additional employees in the future.

DESCRIPTION OF PROPERTY

The Company has purchased the Option Agreement from Affiliate ETX Park Fund #1, LP to purchase approximately 9.4 acres out of the western portion of Lot 27, Block 54 of the City of Nacogdoches (Park Street, City of Nacogdoches, TX 75961) for $37,500 per acre.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Manager plans to finance the Company’s acquisitions through equity financing, including equity capital raised through this Offering. Additionally, the Manager has been engaged in developing the financial, offering, and other materials to begin selling the Membership Interests.

The Company is recently formed and has not yet generated revenue. The Manager is devoting its efforts to establishing the Company’s business and planned principal operations will commence at October 1, 2023. Due to the start-up nature of the Company’s business, the reported financial information once the Company is capitalized and has assets or liabilities, may not be indicative of future operating results or operating conditions. Because of its structure, the Company is largely reliant on the Manager grow its business.

There are a number of key factors that will potentially impact the Company’s operating results going forward, including the Company’s ability to construct/supervise construction of multi-family rental housing within the planned budget, supervise additional phases of construction, and subsequently rent and/or sell the properties at premium rental income rates and/or sales prices. Another factor is the Manager’s ability to effectively market the Platform and the Offering to Investors. Finally, another factor is the ability to provide a useful Platform for Investors and maintain it effectively to provide the information and technology infrastructure to support the issuance of Membership Interests.

At the time of this filing, the Company has not commenced its operations of purchasing properties, is not capitalized, and has no assets or liabilities, and will not until such time as a closing has occurred.

Liquidity and Capital Resources

The Company expects to finance its business activities through capital contributions from Investors or financing provided to the Company through this Offering. The Manager may cover any deficits through additional capital contributions. At the time of this filing, only an Affiliate, ETX Management #1, LLC, co-owned by Brent D. Beal and Brock P. Beal, has contributed approximately $52,000.00 for organization and Offering costs.

In the future, the Company may incur financial obligations related to loans made to the Company by the Manager, Affiliates of the Company, or third-party lenders. The Company may also raise capital through capital calls of the Members.

Plan of Operations

The Company expects to launch its Offering in Q2-2023. The Proceeds closed during the next twelve months will be used for the following purposes:

OFFICERS AND SIGNIFICANT EMPLOYEES

* As of the date of this Offering Circular, the Company’s Officers do not work full time for the Company. However, after commencement of construction of the Nacogdoches Project, the Manager will assume full-time, day-to-day management responsibilities of the Company. The Officers will transition to more time-intensive roles as needed and intend to duly devote sufficient effort and time to the Company’s business operations as fiduciaries of the Company.

Directors, Officers, and Significant Employees

Brent D. Beal – Chief Executive Officer

Brent has been involved in acquiring, renovating, managing and selling residential property in East Texas for more than ten years. Brent has a Ph.D. in strategic management from Texas A&M University. Brent will be primarily responsible for strategic direction and investment decisions, in addition to managing day-to-day operations as needed.

Work Experience Past Five Years

Brent D. Beal is a professor of management at the University of Texas at Tyler. Brent has been employed by University of Texas at Tyler since 2010. Brent teaches primarily in University of Texas at Tyler’s M.B.A. program and conducts research on corporate social responsibility.

Brock P. Beal – Chief Financial Officer

Brock P. Beal earned a Bachelor of Science in Accounting from the University of Utah, David Eccles School of Business, and a Master’s Degree in Accountancy from Weber State University. Brock is a licensed C.P.A. and has amassed more than ten years of experience in finance while serving as Controller and Director of Finance in San Francisco, California.

Brock’s responsibilities as Chief Financial Officer include reporting on all fiscal and fiduciary affairs of the Company, including reporting to investors, lenders, grantors, and government agencies, cash and investment management, budgeting and forecasting, and managing the Company’s day-to-day operations.

Work Experience Past Five Years

Over the past five years, Brock P. Beal has served as a Controller at industry-leading, venture-backed companies, such as Enjoy Technology, Rhumbix, and Ethena. In his role as Controller, Brock was responsible for each respective organization’s account and regulatory compliance programs.

Nature of Family Relationship

Brent D. Beal and Brock P. Beal are brothers.

No Bankruptcies, Investigations, or Criminal Proceedings

In the past five (5) years, none of the Company’s Officers have been involved in any bankruptcy or other insolvency proceedings, neither individually nor as a general partner or officer of a corporation or other business association.

In the past five (5) years, none of the Company’s Officers have been convicted in a criminal proceeding.

COMPENSATION OF THE MANAGER

The Manager entity will receive fees for the operation of the Company. The Officers of the Company will then be compensated through the Manager entity through those above listed fees.

Manager Fee Schedule

The Manager shall be reimbursed by the Company for all expenses, fees, or costs incurred on behalf of the Company, including, without limitation, organizational expenses, legal fees, filing fees, accounting fees, out of pocket costs of reporting to any governmental agencies, insurance premiums, travel, costs of evaluating investments and other costs and expenses.

(1) The Manager will supervise construction projects and will receive a fee of 3.0% of hard and soft costs. The Manager may elect to receive this fee in the form of Class A Membership Interests valued at $100.00 per Unit, if there are unsold Class A Membership Interests remaining after completion of the Offering.

(2) Initially, the Manager will be paid a monthly fee of $5,000.00 for management services provided to the Company. Beginning the month following the commencement of construction on the Company’s real estate projects, the Manager will be paid a monthly fee of $7,500.00 until the

Manager has determined that the construction on the Company’s real estate projects has reached substantial completion. Following the substantial completion of construction, the Manager will receive an amount not to exceed 3.0% of gross rents collected monthly during the period of the Company’s ownership of such resulting real property assets. Please see Exhibit 3 – “Operating Agreement” for complete fee schedule.

The Company will reimburse the Manager for reasonable, out-of-pocket costs and expenses incurred by the Manager in connection with the formation, activities, and operations of the Company. These costs and expenses include, but are not limited to: legal and accounting fees; organizational costs; printing costs; travel expenses; government and regulatory filing fees and expenses; and, administrative, filing or other organizational expenses. This reimbursement will not exceed $150,000.00 and will be paid by no later than December 31, 2023, upon the successful raising of $250,000.00 in Proceeds through the Offering.

In addition to these fees described above, the Manager will receive 20% of the Company’s remaining distributable profits, distributed only after the preferred return paid to the Class A Members, pursuant to Manager’s ownership of 100% of the Company’s Class B Membership Interests.

Furthermore, due to the Company’s execution of the Option Agreement with Affiliate ETX Park Fund #1, LP, and anticipated development of the Nacogdoches Project, the value of Brent D. Beal’s and Brock P. Beal’s ownership in ETX Park Fund #1, LP will increase.

CONFLICTS OF INTEREST

Brent D. Beal and Brock P. Beal are the beneficial owners of 100% of the Company’s Class B Membership Interests through the Manager, ETX Management #1, LLC. Because of this relationship, the Manager may experience conflicts of interest while engaged in the management and operations of the Company’s business.

Furthermore, the Company has executed the Option Agreement with Affiliate ETX Park Fund #1, LP, which is partially owned by Brent D. Beal and Brock P. Beal, who do not have control of ETX Park Fund #1, LP. Upon the exercise of the option, the value of the ownership of Brent D. Beal and Brock P. Beal of ETX Park Fund #1, LP will increase. Affiliate ETX Park Fund #1, LP will continue to own approximately 33.6 acres of land adjacent to the Company’s property, and stands to benefit from improvements made to the Company’s property, such as the construction of an access road. ETX Park Fund #1, LP will pay to the Company approximately $141,000.00 for the Company’s efforts to construct an access road.

FIDUCIARY RESPONSIBILITY OF MANAGEMENT

The Manager owes fiduciary duties to the Company and the other Members, including the duty of care and the duty of loyalty as set forth below. A Member has a right to expect that the Manager will do the following:

Business Judgment Rule

Just as officers and directors of corporations owe a duty to their shareholders, the Manager is required to perform its duties with the care, skill, diligence, and prudence of like persons in like positions. The Manager will be required to make decisions employing the diligence, care, and skill an ordinary prudent Person would exercise in the management of their own affairs. The ‘business judgment rule’ should be the standard applied when determining what constitutes care, skill, diligence, and prudence of like Persons in like positions.

Duty of Loyalty

The Manager has a duty to refrain from competing with the Company in the conduct of the Company’s business prior to the dissolution of the Company, except that the Members understand and acknowledge that the Manager has Parallel Funds with other interests in similar properties and companies that may compete for its time and resources, which shall not be considered a violation of this duty.

Limited Liability of the Members and the Manager

No Person who is a Member, Manager, or Officer of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member, Manager, or Officer of the Company, unless such Member, Manager or Officer expressly agrees to be obligated personally for any or all of the debts, obligations, and liabilities of the Company (e.g., such as a loan guarantor, etc.).

Indemnification of the Manager and the Members

The Manager or a Member shall not be subject to any liability to the Company for the doing of any act or the failure to do any act authorized herein, provided it was performed in good faith to promote the best interests of the Company, including any liability, without limitation, of any Manager, Member, Officer, employee, or agent of the Company, against judgments, settlements, penalties, fines, or expenses of any kind (including attorneys’ fees and costs) incurred as a result of acting in that capacity.

Nothing in this Offering Circular or the Company’s Operating Agreement shall be construed to affect the liability of a Member of the Company (i) to third parties for the Member's participation in tortious conduct, or (ii) pursuant to the terms of a written guarantee or other contractual obligation entered into by the Member (such as a loan guarantee, etc.).

Indemnity of the Manager

The Manager (including its members, officers, employees, and agents) is specifically excluded from personal liability for any acts related to the Company, whether they relate to internal disputes with Members, external disputes with third parties or regulatory agencies, etc., except for cases where a finding is made by a court of law or arbitrator that the Manager engaged in intentional misconduct including, but not limited to, a knowing violation of the law.

Except for exclusions, the Company shall indemnify and hold harmless the Manager from and against any and all loss, cost, liability, expense, damage, or judgment of whatsoever nature to or from any Person or entity, including payment for the Manager’s defense (including reasonable attorney’s fees and costs) arising from or in any way connected with the conduct of the business of the Company.

Further, each Member shall indemnify and hold harmless the Manager, the Officers, and agents of the Company from and against any and all loss, cost, liability, expense, damage, or judgment of whatsoever nature to or from any person or entity, including reasonable attorney’s fees, arising from or in any way connected with any liability arising from that Member’s misrepresentation(s) that it met the Investor Suitability Standards established by the Manager for Membership in the Company prior to its admission as a Member.

Liability Insurance

The Company may, at the Manager’s discretion, and as a Company expense, purchase and maintain insurance on behalf of the Company, the Manager, a Member, or employee(s) of the Company against any liability asserted against and incurred by the Company, the Manager, a Member, or employee in any capacity relating to or arising out of the Company’s, Member's, Manager's, or employee's status as such. Such insurance may be in the form of Directors and Officers insurance, key person insurance, employer’s liability insurance, general business liability insurance, and/or any other applicable insurance policy.

Manager Has No Exclusive Duty to Company

The Manager shall not be required to manage the Company as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right to share or participate in such investments or activities of the Manager or to the income or proceeds derived therefrom.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table contains certain information as of the Effective Date as to the number of voting units beneficially owned by each person known by the Company to own beneficially more than 10% of the Company’s Units, each person who is a Manager of the Company, all persons as a group who are Manager and/or Officers of the Company, and the percentage of the outstanding units held by them on such dates and as adjusted to give effect to this Offering.

As of the date of this Offering there are no option agreements in place providing for the purchase of the Company’s Units.

* Brent D. Beal owns 51% and Brock P. Beal owns 49% of ETX Management #1, LLC.

In addition to the 7,000 outstanding Class B Membership Interests, the Company will issue up to 73,000 Class A Membership Interests through this Offering. For information about the rights associated with the Company’s Membership Interests, please see “Securities Being Offered,” below.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company has issued 7,000 Class B Membership Interests to the Manager, ETX Management #1, LLC, in exchange for services performed for the Company, including formation of the Company and expenses related to this Offering.

FEDERAL TAX TREATMENT

The following is a summary of certain relevant federal income tax considerations resulting from an investment in the Company but does not purport to cover all of the potential tax considerations applicable to any specific purchaser. Prospective investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law discussion is a general summary of certain federal income tax consequences of acquiring, holding and disposing of partnership interests in the Company and is directed to individual investors who are United States citizens or residents and who will hold their interests in the Company as “capital assets” (generally, property held for investment). It is included for general information only and is not intended as a comprehensive analysis of all potential tax considerations inherent in making an investment in the Company. The tax consequences of an investment in the Company are complex and will vary depending upon each investor’s individual circumstances, and this discussion does not purport to address federal income tax consequences applicable to all categories of investors, some of whom may be subject to special or other treatment under the tax laws (including, without limitation, insurance companies, qualified pension plans, tax-exempt organizations, financial institutions or broker-dealers, traders in securities that elect to mark to market, Members owning capital stock as part of a “straddle,” “hedge” or “conversion transaction,” domestic corporations, “S” corporations, REITs or regulated investment companies, trusts and estates, persons who are not citizens or residents of the United States, persons who hold their interests in the Company through a company or other entity that is a pass-through entity for U.S. federal income tax purposes or persons for whom an interest in the Company is not a capital asset or who provide directly or indirectly services to the Company). Further, this discussion does not address all of the foreign, state, local or other tax laws that may be applicable to the Company or its partners.

Prospective Investors also should be aware that uncertainty exists concerning various tax aspects of an investment in the Company. This summary is based upon the IRS Code, the Treasury Regulations (the “Treasury Regulations”) promulgated thereunder (including temporary and proposed Treasury Regulations), the legislative history of the IRS Code, current administrative interpretations and practices of the Internal Revenue Service (“IRS”), and judicial decisions, all as in effect on the date of this offering circular and all of which are under continuing review by Congress, the courts and the IRS and subject to change or differing interpretations. Any such changes may be applied with retroactive effect. Counsel to the Company has not opined on the federal, state or local income tax matters discussed herein, and no rulings have been requested or received from the IRS or any state or local taxing authority concerning any matters discussed herein. Consequently, no assurance is provided that the tax consequences described herein will continue to be applicable or that the positions taken by the Company in respect of tax matters will not be challenged, disallowed or adjusted by the IRS or any state or local taxing authority.

Prospective Investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law.

FOREIGN INVESTORS: NON-U.S. INVESTORS ARE SUBJECT TO UNIQUE AND COMPLEX TAX CONSIDERATIONS. THE COMPANY AND THE MANAGER MAKE NO DECLARATIONS AND OFFER NO ADVICE REGARDING THE TAX IMPLICATIONS TO SUCH FOREIGN INVESTORS, AND SUCH INVESTORS ARE URGED TO SEEK INDEPENDENT ADVICE FROM ITS OWN TAX COUNSEL OR ADVISORS BEFORE MAKING ANY INVESTMENT.

Tax Classification of the Company as a Partnership

General.

The federal income tax consequences to the investors of their investment in the Company will depend upon the classification of the Company as a “Partnership” for federal income tax purposes, rather than as an association taxable as a corporation. For federal income tax purposes, a partnership is not an entity subject to tax, but rather a conduit through which all items of partnership income, gain, loss, deduction and credit are passed through to its partners. Thus, income and deductions resulting from Company operations are allocated to the investors in the Company and are taken into account by such investors on their individual federal income tax returns. In addition, a distribution of money or marketable securities from the Company to a partner generally is not taxable to the partner unless the amount of the distribution exceeds the partner’s tax basis in his interest in the Company. In general, an unincorporated entity formed under the laws of a state in the United States with at least two members, such as the Company, will be treated as a partnership for federal income tax purposes provided that (i) it is not a “publicly traded partnership” under Section 7704 of the IRS Code and (ii) does not affirmatively elect to be classified as an association taxable as a corporation under the so-called “check the box” regulations relating to entity classification. The Company is not currently a “publicly traded partnership” within the meaning of Section 7704 of the IRS Code for the reasons discussed below. In addition, the Manager does not intend to affirmatively elect classification of the Company as an association taxable as a corporation. Accordingly, the Manager expects that the Company will be classified as a partnership for federal income tax purposes.

Publicly Traded Partnership Rules.

Under Section 7704 of the IRS Code, a partnership that meets the definition of a “publicly traded partnership” may be treated as a corporation depending on the nature of its income. If the Company were so treated as a corporation for federal income tax purposes, the Company would be a separate taxable entity subject to corporate income tax, and distributions from the Company to a partners would be taxable to the partners in the same manner as a distribution from a corporation to a shareholder (i.e., as dividend income to the extent of the current and accumulated earnings and profits of the Company, as a nontaxable reduction of basis to the extent of the partner’s adjusted tax basis in his interests in the Company, and thereafter as gain from the sale or exchange of the investors interests in the Company). The effect of classification of the Company as a corporation would be to reduce substantially the after-tax economic return on an investment in the Company.

A partnership will be deemed a publicly traded partnership if (a) interests in such partnership are traded on an established securities market, or (b) interests in such partnership are readily tradable on a secondary market or the substantial equivalent thereof. As discussed in this offering circular, interests in the Company (i) will not be traded on an established securities market; and (ii) will be subject to transfer restrictions set forth in the Operating Agreement. Specifically, the Operating Agreement generally prohibits any transfer of a partnership interest without the prior consent of the Manager except in connection with an Exempt Transfer. The Manager will consider prior to consenting to any transfer of an interest in the Company if such transfer would or could reasonably be expected to jeopardize the status of the Company as a partnership for federal income tax purposes.

The remaining discussion assumes that the Company will be treated as a Partnership and not as an association taxable as a corporation for federal income tax purposes.

Allocation of Partnership Income, Gains, Losses, Deductions and Credits

Profits and Losses are allocated to the partners under the Operating Agreement. In general, Profits or Losses during any fiscal year will be allocated as of the end of such fiscal year to each partner in accordance with their ownership interests. Certain allocations may be effected to comply with the “qualified income offset” provisions of applicable Treasury Regulations relating to partnership allocations (as referenced below). 

Under Section 704(b) of the IRS Code, a Company’s allocations will generally be respected for federal income tax purposes if they have “substantial economic effect” or are otherwise in accordance with the “member’s interests in the partnership.” The Company will maintain a capital account for each Member in accordance with federal income tax accounting principles as set forth in the Treasury Regulations under Section 704(b), and the Operating Agreement does contain a qualified income offset provision. The Operating Agreement requires liquidating distributions to be made in accordance with the economic intent of the transaction and the allocations of Company income, gain, loss and deduction under the Operating Agreement are designed to be allocated to the members with the economic benefit of such allocations and are in a manner generally in accord with the principles of Treasury Regulations issued under Section 704(b) of the IRS Code relating to the partner’s interest in the partnership. As a result, although the Operating Agreement may not follow in all respects applicable guidelines set forth in the Treasury Regulations issued under Section 704(b), the Manager anticipates that the Company’s allocations would generally be respected as being in accordance with the Member’s interest in the Company. However, if the IRS were to determine that the Company’s allocations did not have substantial economic effect or were not otherwise in accordance with the Members’ interests in the Company, then the taxable income, gain, loss and deduction of the Company might be reallocated in a manner different from that specified in the Operating Agreement and such reallocation could have an adverse tax and financial effect on Members.

Limitations on Deduction of Losses.

The ability of a Member to deduct the Member’s share of the Company’s losses or deductions during any particular year is subject to numerous limitations, including the basis limitation, the at-risk limitation, the passive activity loss limitation and the limitation on the deduction of investment interest. Each prospective investor should consult with its own tax advisor regarding the application of these rules to it in respect of an investment in the Company.

Basis Limitation. Subject to other loss limitation rules, a Member is allowed to deduct its allocable share of the Company’s losses (if any) only to the extent of such Member’s adjusted tax basis in its interests in the Company at the end of the Company’s taxable year in which the losses occur.

At-Risk Limitation. In the case of a Member that is an individual, trust, or certain type of corporation, the ability to utilize tax losses allocated to such Member under the Operating Agreement may be limited under the “at-risk” provisions of the IRS Code. For this purpose, a Member who acquires a Company interest pursuant to the Offering generally will have an initial at-risk amount with respect to the Company’s activities equal to the amount of cash contributed to the Company in exchange for its interest in the Company. This initial at-risk amount will be increased by the Member’s allocable share of the Company’s income and gains and decreased by their share of the Company’s losses and deductions and the amount of cash distributions made to the Member. Liabilities of the Company, whether recourse or nonrecourse, generally will not increase a Member’s amount at-risk with respect to the Company. Any losses or deductions that may not be deducted by reason of the at-risk limitation may be carried forward and deducted in later taxable years to the extent that the Member’s at-risk amount is increased in such later years (subject to application of the other loss limitations). Generally, the at-risk limitation is to be applied on an activity-by-activity basis. If the amount for which a Member is considered to be at-risk with respect to the activities of the Company is reduced below zero (e.g., by distributions), the Member will be required to recognize gross income to the extent that their at-risk amount is reduced below zero.

Passive Loss Limitation. To the extent that the Company is engaged in trade or business activities, such activities will be treated as “passive activities” in respect of any Member to whom Section 469 of the IRS Code applies (individuals, estates, trusts, personal service corporations and, with modifications, certain closely-held C corporations), and, subject to the discussion below regarding portfolio income, the income and losses in respect of those activities will be “passive activity income” and “passive activity losses.” Under Section 469 of the IRS Code, a taxpayer’s losses and income from all passive activities for a year are aggregated. Losses from one passive activity may be offset against income from other passive activities. However, if a taxpayer has a net loss from all passive activities, such taxpayer generally may not use such net loss to offset other types of income, such as wage and other earned income or portfolio income (e.g., interest, dividends and certain other investment type income). Member income and capital gains from certain types of investments are treated as portfolio income under the passive activity rules and are not considered to be income from a passive activity. Unused passive activity losses may be carried forward and offset against passive activity income in subsequent years. In addition, any unused loss from a particular passive activity may be deducted against other income in any year if the taxpayer’s entire interest in the activity is disposed of in a fully taxable transaction.

Non-Business Interest Limitation. Generally, a non-corporate taxpayer may deduct “investment interest” only to the extent of such taxpayer’s “net investment income.” Investment interest subject to such limitations may be carried forward to later years when the taxpayer has additional net investment income. Investment interest is interest paid on debt incurred or continued to acquire or carry property held for investment. Net investment income generally includes gross income and gains from property held for investment reduced by any expenses directly connected with the production of such income and gains. To the extent that interest is attributable to a passive activity, it is treated as a passive activity deduction and is subject to limitation under the passive activity rules and not under the investment interest limitation rules.

Limitation on Deductibility of Capital Losses. The excess of capital losses over capital gains may be offset against ordinary income of a non-corporate taxpayer, subject to an annual deduction limitation of $3,000. A non-corporate taxpayer may carry excess capital losses forward indefinitely.

Taxation of Undistributed Company Income (Individual Investors)

Under the laws pertaining to federal income taxation of limited liability companies that are treated as partnerships, no federal income tax is paid by the Company as an entity. Each individual Member reports on his federal income tax return his distributive share of Company income, gains, losses, deductions and credits, whether or not any actual distribution is made to such member during a taxable year. Each individual Member may deduct his distributive share of Company losses, if any, to the extent of the tax basis of his Units at the end of the Company year in which the losses occurred. The characterization of an item of profit or loss will usually be the same for the member as it was for the Company. Since individual Members will be required to include Company income in their personal income without regard to whether there are distributions of Company income, such investors will become liable for federal and state income taxes on Company income even though they have received no cash distributions from the Company with which to pay such taxes.

Tax Returns

Annually, the Company will provide the Members sufficient information from the Company's informational tax return for such persons to prepare their individual federal, state and local tax returns. The Company's informational tax returns will be prepared by a tax professional selected by the Manager.

ERISA CONSIDERATIONS

In Some Cases, if the Investors Fails to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Interests, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties:

There are special considerations that apply to investing in the Company’s Interests on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the investor is investing the assets of any of the entities identified in the prior sentence in the Company’s Units, the Investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Units constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

SECURITIES BEING OFFERED

The securities being offered are equity interests in ETX Park Fund #2, LLC. The equity interests are in the form of 73,000 Class A Membership Interests. To determine the percentage of ownership in the Company, the Interests are denominated into Units, with a ratio whereby the number of Units owned by Investor is divided by total number of outstanding Units. The price of each Unit is $100.00.

By purchasing Membership Interests through this Offering, an Investor will become a Member of the Company and will be granted rights as stated below.

“Preferred Return” refers to an amount equal to a seven percent (7.0%) cumulative return, compounded annually, on Investor’s Units from time to time, computed to the date that is seven days prior to the distribution of such amounts by the Company. The Preferred Return is not intended as a projection, but rather as a contractual obligation of the Company to the Class A Members. The Company cannot guarantee to Investors that it will generate sufficient cash in order to pay any distributions.

The following describes the material terms of the Class A Membership Interests. For more information, please see Exhibit 3 – “Operating Agreement.”

Distribution Rights

Profits shall be allocated as follows: (i) to and among those Members having deficit balances in their capital accounts, in proportion to and to the extent of such deficit balances; (ii) to and among the Class A Members and Class B Members in an amount which is necessary to increase their capital account balances to the amount of their Invested Capital; (iii) to the Class A Members the accrued but unpaid portion of their Preferred Return; and, (iv) eighty percent (80%) to the Class A Members and twenty percent (20%) to the Class B Members.

Voting Rights 

The Class A Membership Interests do not carry voting rights, except that a majority of the outstanding Membership Interests, voting as one class, is required to make material changes the Operating Agreement.

Liquidation Rights

Upon dissolution of the Company, its assets shall be converted to cash or its equivalent and its affairs shall be wound up with reasonable speed but with a view towards obtaining fair value for the Company’s assets, and thereupon unless otherwise required under the Texas Limited Liability Company Act, the proceeds of liquidation shall be used as follows: (i) to pay or settle (and where appropriate, the establishment of reasonable reserves for) the Company’s debts and other obligations, including to Members who are creditors, in the order of priority and to the extent provided by law; (ii) then distributed among the Members first, to the Class A Members in accordance with their accrued but unpaid Preferred Returns; and, then (iii) eighty percent (80%) to the Class A Members and twenty percent (20%) to the Class B Members in accordance with their percentage Interests.

Preemptive Rights

The existing Members will have a preemptive right in which to make their investment decision to maintain their pro rata interest, prior to the Manager making an offer to third-party investors. Any Members that do not make their pro rata portion of an additional capital contribution will have their percentage interest in the Company diluted accordingly.

If the Manager desires to issue any additional interests in the Company, then prior to doing so the Company shall first offer each existing Member an opportunity to acquire a portion of such additional interests proportionate to such Member’s Proportionate Share. Each Member shall exercise such Member’s preemptive rights hereunder within fifteen (15) days following the receipt of written notice from the Company describing in reasonable detail the purchase price and payment terms for the issuance. Upon the expiration of the offering period described in the preceding sentence, the Company shall be entitled to issue such additional interests (which any existing Member has not elected to acquire) during the 180-day period following the expiration of the offering period on terms and conditions no more favorable to the purchasers thereof than those offered to the existing Members. Any additional interests in the Company offered or sold by the Company following such 180-day period shall be reoffered to the Members pursuant to the terms of the Operating Agreement.

Conversion Rights

There are no conversion rights associated with the Units.

Redemption Provisions

There are no redemption provisions associated with the Units.

Sinking Fund Provisions

There are no sinking fund provisions associated with the Units.

Liability to further calls or to assessment by the Company

The Manager may, at any time, call for additional capital contributions from the Class A Members, if the Manager determines that such additional capital contributions are required to enable the Company to pay amounts otherwise expended or reasonably expected to be expended by the Company.

Restrictions on Alienability of the Securities Being Offered

The Units may not be sold, transferred, encumber, pledged, or assigned without the prior written consent of the Manager.

Liabilities of the Members under the Operating Agreement and State Law

No Members of the Company will have any personal liability or for liabilities or obligations of the Company. The Company is organized under the laws of the State of Texas; however, any request for equitable relief and/or litigation will be initiated solely in Chicago, Illinois.

Reports to the Members

The Company shall furnish to each Member, upon request, within ninety (90) days after the end of each calendar year, financial statements for the calendar year just ended.

PART F/S

Financial Statements and Report of

Independent Certified Public Accountants

ETX Park Fund #2, LLC

December 31, 2022

Independent Auditor’s Report

To the Members of ETX Park Fund #2, LLC

Opinion

We have audited the accompanying financial statements of ETX Park Fund #2, LLC which comprise the balance sheet as of December 31, 2022 and the related statements of operations, member’s deficit, and cash flows for the period from January 18, 2022 (inception) to December 31, 2022, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ETX Park Fund #2, LLC. as of December 31, 2022, and the results of its operations and its cash flows for the period from January 18, 2022 (inception) to December 31, 2022 with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of ETX Park Fund #2, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about ETX Park Fund #2, LLC’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgement made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements, the Company experienced a net loss and member’s deficit of approximately $87,000 from inception to December 31, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note C. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

s//: Assurance Dimensions

Margate, Florida

January 30, 2023

ETX Park Fund #2, LLC

Balance Sheet

December 31, 2022

The accompanying notes are an integral part of this financial statement.

ETX Park Fund #2, LLC

Statements of Operations

For the period from January 18, 2022 to December 31, 2022

ETX Park Fund #2, LLC

Statements of Cash Flows

For the period from January 18, 2022 to December 31, 2022

ETX Park Fund #2, LLC

Statement of Member’s Deficit

For the period from January 18, 2022 to December 31, 2022

ETX Park Fund #2, LLC

Notes to Financial Statements

December 31, 2022

Note A – Nature of Business and Organization

ETX Park Fund #2, LLC (the “Company”) is a Texas Limited Liability Company formed on January 18, 2022. The purpose of the Company is to carry on the business of investing in real property, directly or indirectly, by acquiring, owning, renovating, developing, holding for investment, operating, mortgaging, managing, leasing and otherwise exploiting and ultimately disposing of associated land, buildings, and improvements, and personal property. The Company is managed by ETX Management #1, LLC, hereafter “the Manager” is a Texas limited liability company.

Note B – Significant Accounting Policies

Basis of Presentation

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of less than three months to be cash and cash equivalents. The Company places its temporary cash investments with high quality financial institutions. At times, such investments may be in excess of FDIC insurance limits. The Company does not believe it is exposed to any significant credit risk on cash and cash equivalents.

Income Taxes

The Company is a limited liability company under the laws of the State of Texas and has elected to be treated as a partnership for federal tax reporting purposes. As such, the Company does not pay federal or state income taxes on its taxable income. Instead, the income is passed through to the members. Accordingly, no provision for income taxes has been made in the financial statements.

The Company recognizes and disclose uncertain tax positions in accordance with GAAP. The Company evaluated its tax positions and determined it has no uncertain tax positions as of December 31, 2022. The Company’s tax returns are subject to income tax examinations generally for a period of three years from the date of filing. The Company’s 2022 tax year is open for examination for federal and state taxing authorities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note C – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the period from inception to December 31, 2022, the Company incurred net losses of approximately $87,000. The net cash used in operating activities from inception to December 31, 2022 was approximately $36,000. These matters raise doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon future sales and obtaining additional capital and financing. While the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

Note D – Member’s Deficit

The capital of the Company shall be divided into up to 73,000 Class A Units and 7,000 Class B Units (“Units”) to be allocated between Class A Units and B Units as the Manager, in its sole discretion, determines. Units shall be allocated and assigned to the Members in accordance with their respective Capital Contributions in order that each Member shall own one Unit per $100 contributed by such Member to the capital of the Company. Provided, the Class B Members shall receive their 7,000 Units in exchange for their work in establishing the Company. Notwithstanding the foregoing, the Manager shall have the authority and discretion to issue up to 1,500 Class A Units to any Person designated by the Company, as incentive payments or in lieu of cash payments, as allowed under this Agreement. Up to 80,000 Class A Units (no voting rights) and Class B Units (voting rights) in total ($7,300,000 of capital) are authorized.

During the period from inception to December 31, 2022, 7000 Class B units were issued to the manager and zero Class A units were issued.

Note E – Related Party Transactions

During the period from inception to December 31, 2022, the manager provided funding for the Company’s start-up costs in the amount of approximately $52,000. This balance does not carry a stated interest rate and is payable on demand.

The Company’s operating agreement allows for certain management fees. No management fees or other fees were charged to or were due from the Company by the manager as of December 31, 2022.

Note F – Commitments and Contingencies

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur to fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Note G – Subsequent Event

Management has assessed subsequent events through January 30, 2023 the date on which the financial statements were available to be issued.

EXHIBIT INDEX

Exhibit 2: Certificate of Formation

Exhibit 3: Operating Agreement

Exhibit 4: Subscription Agreement

Exhibit 6: Option Contract

Exhibit 8: Material Contract with Escrow Agent

Exhibit 11: Written Expert Consent Letter of Accountant

Exhibit 12: Opinion Re Legality of the Securities

SIGNATURES

Pursuant to the requirements of Regulation A, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nacogdoches, Texas on April 17, 2023.

Issuer Company Legal Name and Address:

ETX Park Fund #2, LLC

203 East Main, Suite 200

Nacogdoches, TX 75961

This Offering Statement has been signed by the following persons on behalf of the Manager, ETX Management #1, LLC, and on the dates indicated:

 s/Brent D. Beal

Brent D. Beal

Chief Executive Officer of ETX Management #1, LLC

Date: April 17, 2023

Location Signed: Nacogdoches, TX

 s/Brock P. Beal

Brock P. Beal

Chief Financial Officer of ETX Management #1, LLC

Date: April 17, 2023

Location Signed: Nacogdoches, TX

This Offering Statement has been signed by the Chief Executive Officer and the Chief Financial Officer in the capacities and on the dates indicated.

 s/Brent D. Beal

Brent D. Beal

Chief Executive Officer of the Company

Date: April 17, 2023

Location Signed: Nacogdoches, TX

 s/Brock P. Beal

Brock P. Beal

Chief Financial Officer of the Company

Date: April 17, 2023

Location Signed: Nacogdoches, TX

RESTRICTIVE LEGEND

THE UNITS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, AND THE REGISTERED HOLDERS OF SAID UNITS HAVE EXECUTED AN INVESTMENT REPRESENTATION WITH RESPECT THERETO. FURTHER THE UNITS HAVE NOT BEEN REGISTERED WITH THE SECURITIES COMMISSIONER OF THE STATE OF TEXAS OR ANY OTHER STATE ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY OF SAID UNITS IS RESTRICTED AND MAY NOT BE ACCOMPLISHED EXCEPT IN ACCORDANCE WITH SUCH INVESTMENT REPRESENTATION, THIS AGREEMENT, AND AN APPLICABLE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT A REGISTRATION STATEMENT IS UNNECESSARY.

ETX PARK FUND #2, LLC

OPERATING AGREEMENT

THIS OPERATING AGREEMENT (this “Agreement” or “Operating Agreement”_ is entered into and executed as of January 18, 2022 as the Operating Agreement of ETX PARK FUND #2, LLC, a Texas limited liability company (the “Company” herein) by and among ETX Management #1, LLC, a Texas limited liability company (“Manager”), those Persons whose names are set forth in Appendix B (the “Members”), being the Members of ETX PARK FUND #2, LLC.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS

1.       Organization and Name. The Company is and shall be a limited liability company organized under and pursuant to the Texas Limited Liability Company Act, as amended (the “Act”). The name of the Company is “ETX PARK FUND #2 LLC”. The Manager and the Members shall be the parties designated aforesaid. The addresses of the Members are set forth at Appendix B. The Managers and Members agree to execute such certificates or documents and do such filings and recordings and all other acts and assumed name certificates in the appropriate offices in the State of Texas and Texas, as may be required in order to comply with all applicable laws.

2.       Purposes.

(a)       The purpose of the Company shall be to carry on the business of investing in real property, directly or indirectly, by acquiring, owning, renovating, developing, holding for investment, operating, mortgaging, managing, leasing and otherwise exploiting and ultimately disposing of associated land, buildings, and improvements, and personal property. (Referred to herein as the “Company Purpose”.) The Company shall have the power to do all acts and things necessary or useful in connection with the foregoing.

(b)       In carrying out the Company Purpose, the Company is authorized to do the following:

(i)       Execute and deliver all documents in connection with acquiring and financing the acquisition of assets, real and personal;

(ii)       Operate, maintain, finance, improve, own, sell, convey, assign, mortgage or lease any real estate and any personal property necessary, convenient or incidental to the accomplishment of Company Purposes;

(iii)       Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and to secure the same by mortgage, pledge or other lien on any assets of the Company (subject to Section 8 herein);

(iv)       Enter into, perform and carry out contracts of any kind, including contracts with any Member or affiliated entity, necessary or incidental to the accomplishment of the purposes of the Company;

(v)       Bring and defend actions at law or in equity;

(vi)       Make interim investments of the Company’s funds in, among other things, obligations of federal, state and local governments or their agencies, mutual banks, commercial paper, banker’s acceptances, money market funds, bank accounts and bank certificates of deposit; and

(vii)       Engage in any kind of lawful activity, and perform and carry out contract of any kind, necessary or advisable and permitted by the Act in connection with the accomplishment of Company Purposes.

(c)       For the avoidance of doubt, in the event the Company sells a company asset but retains any leasehold interest in such asset whatsoever, for example, as a result of a sale/leaseback with the purchaser of the asset, the Company shall continue to operate and collect rents and pay its expenses, and shall continue to make distributions to the Members in accordance with Section 6(c).

3.       Place of Business and Principal Office; Registered Agent and Registered Office.

(a)       The principal place of business of the Company and the principal office of the Company shall be located at 225 E Parker Rd, Nacogdoches, Texas 75965, Attn: Brent D. Beal, or at such other location as the Manager may designate by notice to the Members.

       (b)       The initial registered agent and registered office of the Company shall be ETX Management #1 LLC at 225 E Parker Rd, Nacogdoches, Texas 75965. The Manager may designate such other person or such other address in the State of Texas as registered agent and registered office, respectively, as the Manager may, in its sole judgement, deem appropriate.

4.       Term and Fiscal Year.

(a)       The term of the Company commenced on January 18, 2022, and shall continue in perpetuity or unless and until all of the assets of the Company are sooner converted to cash or unless and until sooner terminated in accordance with the terms of this Agreement or as otherwise provided by law.

(b)       The first fiscal year of the Company shall terminate on December 31, 2022, and succeeding fiscal year shall terminate on December 31^st of each year thereafter or such other date as the Company shall terminate herein provided.

5.       Capital.

(a)       The Manager, in its capacity as Manager, is not contributing and is not obligated to contribute any money to the capital of the Company.

(b)       The capital of the Company shall be divided into up to 73,000 Class A Units and 7,000 Class B Units (“Units”) to be allocated between Class A Units and B Units as the Manager, in its sole discretion, determines. Units shall be allocated and assigned to the Members in accordance with their respective Capital Contributions in order that each Member shall own one Unit per $100 contributed by such Member to the capital of the Company. Provided, the Class B Members shall receive their 7,000 Units in exchange for their work in establishing the Company. Notwithstanding the foregoing, the Manager shall have the authority and discretion to issue up to 1,500 Class A Units to any Person designated by the Company, as incentive payments or in lieu of cash payments, as allowed under this Agreement. Up to 80,000 Class A Units and Class B Units in total ($7,300,000 of capital) are authorized. No certificates or other evidence of ownership shall be issued in respect to the Units except this Agreement which, when executed on behalf of each of the Class A Members and Class B Members, shall solely represent and evidence the Units of each Class A Member and Class B Member. Each Member must execute a subscription agreement, issued and approved by the Manager, before Units may be issued to such Member.

(c)       A separate capital account shall be maintained for each Member in accordance with the provisions of Section 704(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and the regulations promulgated thereunder. In furtherance but not in limitation thereof, there shall be credited to each such person’s capital account (i) the amount of money contributed by the person to the Company, (ii) the person’s share of income or gain (or items thereof), including income and gain exempt from tax but excluding items of income and gain described in Treasury Regulation 1.704-1(b)(4)(i), and there shall be charged against each person’s capital account, (iii) the amount of money distributed to the person by the Company, (iv) allocations to the Members of the Company expenditures which are not deductible for federal income tax purposes and are not chargeable to the capital account under Code Section 705(a)(2)(B) and (v) the person’s share of loss and deduction (or items thereof) but excluding items of loss or deduction described in Treasury Regulation Sections 1.704-1(b)(4)(i) or (iii). The Members’ capital accounts shall be appropriately adjusted for income, gain, loss and deduction as required by Treasury Regulation Section 1.704-1(b)(2)(iv)(g) (relating to allocations and adjustments resulting from the reflection of property on the books of the Company at book value, or a revaluation thereof, rather than at adjusted tax basis). The Member’s capital accounts shall be further increased or decreased as may be required by Treasury Regulation Section 1.704-1(b)(2)(iv). Except for organization fees which the Company elects to amortize in accordance with Code Section 709(b), Company syndication and organization expenses shall, solely for purposes of determining a person’s capital account, be treated as if they were deductible expenses and shall be allocated specially to those persons incurring same. To the extent a person’s capital account is greater than zero, such excess is hereinafter referred to as a “positive balance.” To the extent that a person’s capital account is less than zero, said amount is hereinafter referred to as a “deficit balance.”

(d)       Subject to Section 17(b) herein, the personal liability of the Manager and any Member arising out of or in any manner relating to the Company shall be limited to and shall not exceed such person’s capital contribution, except with respect to the Manager, any liability arising from its fraud, gross negligence or willful misconduct.

(e)       No person shall have any personal liability for liabilities or obligations of the Company, except to the extent of his capital contribution as set forth at Appendix B hereto, and no person shall be required to make any further or additional contributions to the capital of the Company or to lend or advance funds to the Company for any purpose, unless they have agreed to do so as part of their capital commitment as set forth at Appendix B. No person shall be entitled to the return of his capital, except to the extent, if any, that distributions are made or deemed to be made to such person pursuant to this Agreement.

(f)       No interest or additional share of profits shall be paid or credited to the Manager and the Members on their capital accounts, or any undistributed profits or funds left on deposit with the Company; provided, however, that nothing herein contained shall be construed to prevent or prohibit the payment of interest on account of loans made by the Manager or Members to the Company. If any Member shall loan or advance any funds to the Company in excess of the capital contribution of such Member prescribed herein, such loan or advance shall not be deemed a capital contribution to the Company and shall not in any respect increase such Member’s interest in the Company.

(g)       No Manager or Member shall have the right to withdraw any capital that he shall have paid to the Company, except in accordance with the provisions of this Agreement.

(h)       (i) The Manager may, at any time, call for additional capital contributions from the Class A Members, if the Manager determines that such additional capital contributions are required to enable the Company to pay amounts otherwise expended or reasonably expected to be expended by the Company. The existing Members will have a preemptive right, as described at (ii) below, in which to make their investment decision to maintain their pro rata interest, prior to the Manager making an offer to third party investors. Upon receipt of such additional capital contributions, the Manager shall create a new class of equity interest in the Company in accordance with the terms and conditions so agreed upon with such investors, which may be senior to the interests of the then-current Members. Upon receipt of such additional capital contributions, the Manager will admit as members any persons who made capital contributions. Any Members that do not make their pro rata portion of an additional capital contribution will have their percentage interest in the Company diluted accordingly.

(ii)       If the Manager desires to issue any additional interests in the Company, then prior to doing so the Company shall first offer each existing Member an opportunity to acquire a portion of such additional interests proportionate to such Member’s Proportionate Share. Each Member shall exercise such Member’s preemptive rights hereunder within 15 days following the receipt of written notice from the Company describing in reasonable detail the purchase price and payment terms for the issuance. Upon the expiration of the offering period described in the preceding sentence, the Company shall be entitled to issue such additional interests (which any existing Member has not elected to acquire) during the 180-day period following the expiration of the offering period on terms and conditions no more favorable to the purchasers thereof than those offered to the existing Members. Any additional interests in the Company offered or sold by the Company following such 180-day period shall be reoffered to the Members pursuant to the terms of this Section 5(h).

6.        Allocations and Distributions.

(a)       Certain Definitions. For the purposes of this Agreement:

“Affiliate” shall mean, as to any named person or persons, any person, corporation, partnership, limited liability company, trust or other entity that directly or indirectly, through one or more intermediaries, is controlled by, controls, or is under common control with such named person or persons. The terms “Affiliate” shall also include a person’s spouse, children, brothers, sisters, father or mother and a trust, family partnership, or family limited liability company directly or indirectly for the benefit of any such persons.

“Book Value” means, with respect to any Company property, the Company’s adjusted basis for federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulations Section 1.704-1(b(2)(iv)(d)-(g).

“Capital Contributions” shall mean, from time to time, the aggregate amount of capital contributions made to the Company by a Member.

“Cash Flow” shall mean all cash receipts of the Company from all sources less cash expended or reserved in the discretion of the Manager for currently due and maturing liabilities (including debts to the Manager or Members or Affiliates thereof), expenses, capital expenditures and obligations of the Company or secured by the asset of the Company.

“Invested Capital” shall mean, with respect to any Class A Member, the capital contributed by such Class A Member to the Company.

       “IRR” shall mean the “internal rate of return” as calculated using the Microsoft Excel 2003 XIRR function, or update in Microsoft Excel that produces a materially similar result. For purposes of calculating the “internal rate of return” (i) each Capital Contribution shall be treated as having been made on the day on which such Capital Contributions was required to be paid to the Company (as set forth in the applicable call notice) or if later, when such contribution was in fact paid to the Company, if a payment was made after the date specified in the call notice), and (ii) distributions made shall be taken into account in chronological order and given effect as of the date made by the Company.

“Percentage Interests” shall mean the number of Units held by a Member divided by the total amount of authorized, issued, and outstanding Units. Percentage Interests may be calculated in relation to the other Members in a certain Member’s class of Units or in relation to the total amount of Units of the Company. The Percentage Interests will be set forth in Appendix B.

“Person” shall mean an individual, a partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, or any other legal entity.

“Preferred Return” shall mean an amount equal to a 7% cumulative return, compounded annually, on each Class A Member’s Invested Capital from time to time, computed to the date that is seven days prior to the distribution of such amounts by the Company.

“Property Management Services Provider” shall mean any person, corporation, partnership, limited liability company, trust or other entity that the Manager contracts with to manage the real property owned by the Company.

“Profits and Losses” shall mean, with respect to any fiscal year or other allocation period, the taxable income or loss of the Company determined in accordance with Section 703(a) of the Code (for this purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(i)       Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Company, provided, that the amounts of any adjustments to the adjusted basis of the assets of the Company made pursuant to Section 734 of the Code as a result of the distribution of property by the Company to a Member (to the extent that such adjustments have not previously been reflected in the Members’ Capital Accounts) shall be reflected in the Capital Accounts of the Members in the manner and subject to the limitations prescribed in Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4).

(ii)       The computation of all items of income, gain, and deduction shall be made without regard to the fact that items described in Sections 705(a)(1)(B) or 705(a)(2)(B) of the Code are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes.

       (iii)       Any income, gain or loss attributable to the taxable disposition of any Company property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Company’s Book Value with respect to such property as of such date.

(iv)       In the event the Book Value of any Company asset is adjusted in accordance with the Regulations under the Code, the amount of any such adjustment shall be taken into account as gain or loss from the disposition of such asset.

(v)       Any items specially allocated under Section 6(d) shall not be taken into account in the calculation of Profits and Losses.

(b)       Allocation of Profits or Losses. Profits or Losses shall be allocated as follows:

(i)       Losses shall be allocated (1) first, to and among those persons having positive balances in their capital accounts in proportion to and to the extent of such positive balances; and (2) any remaining Losses shall be allocated to and among the Class A Member and Class B Member in proportion to their Units; and

(ii)       Profits shall be allocated (1) first, to and among those persons having deficit balances in their capital accounts, in proportion to and to the extent of such deficit balances; (2) second, to and among the Class A Members and Class B Members in an amount which is necessary to increase their capital account balances to the amount of their Invested Capital; (3) third, to the Class A Members the accrued but unpaid portion of their Preferred Return; (4) fourth, eighty percent (80%) to the Class A Members and twenty percent (20%) to the Class B Members.

(iii)       For purposes of the allocation of Profits, if any, pursuant to this Section 6(d), the portion of such Profits, if any, constituting a recapture of ordinary income shall be allocated among the Members in the same ratio as the deductions with respect to such recapture were allocated to the Members or their predecessors in interest.

(iv)       Notwithstanding anything to the contrary in this Section 6, if, upon a sale of a Company asset and after all other allocations provided for in this Section 6 have been tentatively made as if this Section 6(b)(iv) were not in this Agreement, the Capital Account of each Member is not equal to the amount that would be distributed to such Member pursuant to Section 6(c), then Profits and Losses for the fiscal year in which a sale of such asset takes place shall be allocated among the Members in a manner such that Capital Account of each Member immediately after giving effect to such allocation is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 6(c).

(c)       Application of Cash Flow. Cash Flow, if any, shall be applied in accordance with the provisions of Appendix A.

(d)       Regulatory Allocations.

       (i)       Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement (except as provided in Section 6(d)(ii)), if there is a net decrease in Minimum Gain (as defined below) for a Company taxable year, the Manager and each Member shall be allocated, before any other allocation of Company items for such taxable year, items of gross income for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, the Manager’s and such Member’s share of the net decrease in Minimum Gain during such year. The income allocated pursuant to this Section 6(d)(i) in any taxable year shall consist first of gains recognized from the disposition of property subject to one or more non-recourse liabilities, and any remainder shall consist of a pro rata portion of other items of income or gain of the Company.

(ii)       Exceptions to Section 6(d)(i). The allocation otherwise required pursuant to Section 6(d)(i) shall not apply to a Manager or Member to the extent that: (a) the Manager’s or such Member’s share of the net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in the instrument evidencing a nonrecourse debt of the Company which caused such debt to become a partially or wholly recourse debt or a “Partner nonrecourse debt” (as defined below), and such Manager or Member bears the economic risk of loss (within the meaning of Treasury Regulation Section 1.752-2) for such changed debt; (b) such Manager’s or Member’s share of the net decrease in Minimum Gain results from the repayment of a nonrecourse liability of the Company, which repayment is made using funds contributed by such person to the capital of the Company; (c) the Internal Revenue Service (“IRS”), pursuant to Treasury Regulation Section 1.704-2(f)(4), waives the requirement of such allocation in response to a request for such waiver made by the Manager on behalf of the Company (which request the Manager may or may not make, in his sole discretion, if he determines that the Company would be eligible therefore); or (d) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Treasury Regulation Section 1.704-2(f)(5), which exceptions apply to such Manager or Member, as determined by the Manager in his sole discretion.

(iii)       Qualified Income Offset. Notwithstanding any other provision of this Agreement if the Manager or a Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases an excess deficit capital account balance with respect to the Manager or such Member, items of Company gross income and gain shall be specially allocated to the Manager or such Member in an amount and manner sufficient to eliminate such excess deficit capital account balance as quickly as possible.

(iv)       Gross Income Allocation. If at the end of any Company taxable year, the Manager or a Member has an excess deficit capital account balance, the Manager or such Member shall be specially allocated items of Company income in an amount and manner sufficient to eliminate such excess deficit capital account balance as quickly as possible.

(v)       Definitions

       (A)       “Minimum Gain” shall have the meaning given it in Treasury Regulation Section 1.704-2(d) and shall generally mean the amount by which the non-recourse liabilities secured by any assets of the Company exceeds the adjusted tax basis of such assets as of the date of determination.

(B)       The “excess deficit capital account balance” of the Manager or any Member shall be the capital account balance of the Manager or such Member, to the extent such balance is a deficit after being adjusted by: (i) crediting thereto (A) that portion of any deficit capital account balance that the Manager or such Member is required to restore under the terms of this Agreement, and (B) the amount of the Manager’s or such Member’s share of Minimum Gain, including any “Partner nonrecourse debt” (as defined in Treasury Regulation 1.704-2(b)94)); and (ii) charging thereto the items described in Treasury Regulation 1.704-1(b)(2)(ii)(d)(4), (5) and (6) that apply to the Manager or such Member. The existence and amount of any excess deficit capital account balance at the end of any year shall be determined before any other allocations provided for in this Section 6 for such year have been made.

(C)       The Manager’s or Member’s share of Minimum Gain (and any net decrease thereof) at any time shall be determined in accordance with Treasury Regulation Section 1.704-2(g).

(vi)       Partner Nonrecourse Debt. Notwithstanding any other provision of this Agreement, any item of Company Loss, deduction or expenditures described in Code Section 705(a)(2)(B) that is attributable to a Partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to those persons that bear the economic risk of loss for such Partner nonrecourse debt, and among such persons in accordance with the ratios in which they share such economic risk, determines in accordance with Treasury Regulation Section 1.704-2(i). If there is a net decrease for a Company taxable year in any Partner nonrecourse debt minimum gain of the Company, each person with a share of such Partner nonrecourse debt minimum gain as of the beginning of such year shall be allocated items of gross income and gain in the manner and to the extent provided in Treasury Regulations Section 1.704-2(i)(4).

(vii)       Interpretation. The foregoing provisions of this Section 6(d) are intended to comply with Treasury Regulation Section 1.704-1(b) and Treasury Regulation Section 1.704-2, and shall be interpreted consistently with this intention. Any terms used in such provisions that are not specifically defined in this Agreement shall have the meaning, if any, given such terms in the Regulations cited above.

(viii)       Curative Allocations. If any allocation of gain, income, loss, expense or any other item is made pursuant to this Section 6(d) (the “Regulatory Allocations”) with respect to the Manager or one or more Members (the “Deficit persons”), then the balance of such items for the current and all subsequent fiscal year shall be allocated among the Manager and Members other than the Deficit persons as if such items were allocated among the Manager and all the Members (including the Deficit persons) without regard to this Section 6(d), until the amount of such items that would have been allocated to the Deficit persons but for the Regulatory Allocations equals the amount allocated to the Deficit persons pursuant to the Regulatory Allocations.

(e)       Section 704(c) Allocation. It is the parties’ intent that the income, gain, loss, and deduction shall be determined and allocated among the Members in accordance with Section 704(c) and the regulations thereunder, at such time as there is a taxable event and the entirety of the assets of the Company are sold.

(f)       No Priority. Except as otherwise provided herein, (i) no person shall have priority over any other person either as to the return of capital or as to Profits, Losses, or distributions, and (ii) allocations and distributions of Profits, Losses and Cash Flow among the Class A Member and the Class B Member, shall be made in accordance with their Units. Neither the Manager nor any Member shall have the right to demand or receive property other than cash for his capital in the Company or in payment of his share of Profit or Cash Flow, except for the issuance of Class B shares as contemplated in Section 5(b).

(g)       Tax Withholding. The Company at all times shall be entitled to discharge any and all obligations of the Company to withhold or make payment to any U.S. federal, state, local or foreign taxing authority (“Taxing Authority”) with respect to any distributions or allocation of income or gain to a Member and to withhold (or deduct) the same from distributions to such Member. Any funds withheld from a distribution by reason of this Section 6(g) shall nonetheless be deemed distributed to the Member in question for all purposes under this Agreement. If the Company makes any payment to a Taxing Authority in respect of a Member hereunder that is not withheld from actual distributions to such Member such Member shall reimburse the Company for the among of such payment, on demand (which reimbursement shall not be treated as a Capital Contribution). The amount of a Member’s reimbursement obligation under this Section 6(g), to the extent not paid, shall accrue interest at an annual rate, compounded monthly, equal to the lesser of (A) eighteen percent (18%), and (B) the maximum rate of interest allowed by applicable law, and shall be deducted from the distributions to such Member; any amounts so deducted shall constitute a repayment of such Member’s, obligation hereunder. Each Member’s reimbursement obligation under this Section 6(g) shall continue after such Member Transfers its Units in the Company or after a withdrawal by such Member. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist it in determining the extent of, and in fulfilling, any withholding obligations it may have. Each member agrees to indemnify and hold harmless the Company and the other Members from and against any liability with respect to taxes, interest or penalties which may be asserted by reason of the failure to deduct and withhold tax on amounts distributable or allocable to such Member which indemnification obligation shall survive the transfer of such Member’s Units and the dissolution and termination of the Company. Any amount payable as indemnification hereunder by a Member will be paid promptly to the Company, and if not so paid, the Company will be entitled to retain any distributions due to such person for all such amounts. Notwithstanding the foregoing, any taxes that are incurred by the Company that are not determined by reference to the Members (or the owners thereof) shall be treated as expenses, and not as amounts distributed to the Members or amounts for which the Members are required to reimburse the Company pursuant to this Section 6(g).

(h)       Timing of Cash Flow Distributions. The Manager shall cause Cash Flow from operations to be distributed on a quarterly basis and Cash Flow from refinancing of dispositions to be distributed within 60 days of such refinancing or disposition; provided the determination of Cash Flow, and the proper level of reserves, shall be determined in the reasonable discretion of the Manager.

7.        Management.

(a)       The Manager, subject to the Act and the terms and provisions of this Agreement, shall have full power of management control of the conduct and operation of Company business. In addition to the rights and power herein conferred, the Manager shall possess and may exercise all of the rights and powers of a Manager as provided in (but subject to the limitations and restrictions of) the Act, as now in effect or as hereafter from time to time amended.

(b)       The Members, in their capacities as such, shall not take part in the management of the business of, or transact any business for, the Company, and shall have no power to contract for or act on behalf of the Company (except to the extent a Member is also the Manager). The Members shall have such rights concerning the conduct of Company affairs as are provided by the Act to the extent not inconsistent with the provisions of this Agreement.

(c)       The Manager is hereby authorized and vested with the power on behalf of the Company and without the consent of the Members, to cause the Company to acquire financing to accomplish the Company purposes; to sell, transfer, convey, exchange, encumber, or otherwise deal with the assets of the Company; to borrow money or incur indebtedness on behalf of the Company; to repay, refinance, recast, increase, modify or extend any indebtedness of the Company; to execute or cause to be executed any instruments in connection with the foregoing to carry out the intentions and purposes hereof.

(d)       The Members hereby expressly and specifically grant to the Manager the power and authority, on behalf of the Company and without further consent of the Members, to (i) transfer, convey and relinquish without consideration to the Company all of the Company’s rights, title and interest in and to its assets to any mortgagee or other security interest holder in such assets or its successor or assigns (“secured party”), provided that there has occurred an event of default under the indebtedness secured by such assets and that said secured party has demanded said transfer, conveyance and relinquishment; and (ii) to grant to any secured party the power and authority to appoint any attorney of any court to confess judgement against the Company, provided that there has occurred an event of default under the mortgage or other security instrument held thereby, including the power and authority to execute or cause to be executed for and on behalf of the Company any instruments in connection with the foregoing.

(e)       The Manager may engage on behalf of, and at the expense of, the Company, such persons, firms or corporations as the Manager in its reasonable judgement shall deem advisable for the conduct and operation of the business of the Company, including without limitation, managers, leasing, rental and sales agents and brokers, mortgage bankers, lawyers, accountants, architects, engineers, consultants, contractors and purveyors of other services or materials for the Company on such terms and for such compensation or costs as the Manager, in its reasonable judgement, shall determine.

(f)       The Manager may, on behalf and at the expense of the Company, engage the Manager or a Member or a firm in which the Manager, a Member, or an officer, director, stockholder or Affiliate of any of them, has an interest, to render services to the Company or to loan funds to the Company, provided that the fees or other compensation payable for such services, are specifically authorized by the terms of this Agreement or are being provided at market rates, as reasonably determined by the Manager.

(g)       Without limiting the generality of Section 7 hereof, the following engagements and payments are hereby authorized and approved by the Members:

(i)       Entity Management Fees. The Company shall pay the Manager Entity Management Fees which will be determined by the phase and progress of the underlying projects which are being developed by the Company, in accordance with the following terms and provisions. First, the Company shall pay the Manager an Entity Management Fee of $5,000.00 per month until construction commences on such projects. Beginning the month following the commencement of construction, the Company shall pay manager an Entity Management Fee of $7,500 per month until Manager has determined that the construction, the Manager shall adjust the Entity Management Fee in consultation with the Class A Members to an amount not to exceed 3.0% of gross rents collected monthly during the period of the Company’s ownership of such resulting real property assets.

(ii)       The Company shall enter into a contract with the Manager to supervise any construction project and shall pay a Direct Project/Construction Oversight Fee to the Manager equal to 3% of hard and soft costs (exclusive of Entity Management Fee, expected to be paid monthly), subject to true up as reasonably required. Manager may elect, in its sole discretion, to receive payments for this Direct Project/Construction Oversight Fee in Class A Units, valued at $100 per each Unit, if Units from the initial issuance of 73,000 Class A Units are available.

(iii)       The Company may retain a Property Management Services Provider, and, if so, the Company shall pay such Property Management Services Provider in accordance with prevailing market rates to manage real property owned by the Company, including hiring and training the staff, managing payroll, keeping monthly records, running daily operations, and doing work for the Company as the Manager directs.

(iv)       The Company shall pay the Manager a Debt Financing Fee of 1.0% of debt financing, to be paid at the time of loan closing, for any and all debt financing secured by the Manager for the Project.

(v)       The Company shall also pay Brock Beal and/or Brent Beal a Recourse Guaranty Fee of 0.5% of the loan amount for any Company financing which must be guaranteed by him or an Affiliate, at the loan closing, for signing the personal guaranty on mortgage financing (to be paid at the time of the loan closing). The Manager shall have the discretion to withhold this fee. [The foregoing does not apply to any non-recourse mortgage loan or a limited guaranty of so-called “bad-boy” carve outs.]

(vi)       The Company shall reimburse the Manager and Affiliates thereof for any and all reasonable out-of-pocket costs and expenses incurred by the Manager or such Affiliates in connection with the formation, activities and operations of the Company prior to and from and after the date hereof, legal and accounting fees, organizational costs, printing costs, travel expense and government and regulatory filing fees and expenses, any administrative, filing or other organizational expenses. Further provided, any other expenses incurred with regard to the Class A Member’s capital raise will be borne by the Company.

(vii)       The Company shall also pay the Manager a Disposition Fee equal to 2.0% of the refinancing loan amount or sale price, as the case may be, at the time of any sale of any asset, for its services in negotiating and executing such sale.

(h)       The Manager and its agents and employees shall not be liable, responsible or accountable in damages or otherwise to the Company or any of the Members or their successors or assigns for any acts performed or omitted within the scope of the authority conferred on the Manager, and such agents and employees by this Agreement, including, without limitation, the transfer or conveyance of Company assets therein and the grant of power and authority respecting a confession of judgement as provided for in Section 7(d) hereof, provided that the Manager or such agents or employees shall act in good faith and shall not be guilty or willful misconduct or gross negligence.

(i)       Nothing herein contained shall impose any obligation upon any third party dealing with the Company to inquire as to the authority of the Manager, and any such third party shall be fully justified in relying upon such authority.

8.       Voting Rights.

(a)       As set forth elsewhere in this Agreement, the Manager has exclusive authority to operate the business of the Company.

(b)       Other than those voting rights enumerated in Section 18 of this Agreement, Class A Members shall have no voting rights attached to their Class A Units.

(c)       Class B Members shall have full voting rights with regard to their Class B Units.

9.       Other Activities of the Members. The Manager and any Member (or any Affiliate thereof) may engage and possess an interest in any other business venture of any nature, kind or description, including, but not limited to, a property of business competitive with the business conducted by the Company. Neither the Manager nor any Member (or any Affiliate thereof) shall have any obligation whatsoever to offer other investment opportunities to the Company or any Manager or Member or share with the Company or any other Manager or Member any profits or distributions from any other investment opportunity.

       10.       Banking, Records and Tax Matters.

(a)       All funds of the Company shall be deposited in its name in accounts (with banks, “money-market funds,” or securities of the United States government or like investment or depository media) designated by the Manager, and the Manager or its designees shall have the right to draw checks thereon and make, deliver, accept and endorse negotiable instruments in connection with the Company’s business.

(b)       Accurate books, records and accounts shall be maintained by the Company showing its assets, liabilities, operations, transactions and financial condition. The Company books, records and reports shall be maintained at the principal office of the Company and each member (and the designated representative of any Member) shall, at all reasonable times and during regular business hours, have the right to inspect and copy same. The Company shall furnish to each Member, promptly upon request, a current list of the names and addresses of all of the Members of the Company.

(c)       The Company shall furnish to each Member, upon request, within ninety (90) days after the end of each calendar year, financial statements for the calendar year just ended prepared by the Property Manager.

(d)       Within ninety (90) days following the close of each fiscal year of the Company (or earlier, if required pursuant to the Code), the Manager shall cause to be prepared (at the Company’s expense a United States Company Return of Income and cause to be furnished to each person who was a Member during the fiscal year a schedule of each such member’s share of income, credits, and deductions on the form then prescribed by the Internal Revenue Service and the State of Texas. All elections and options available to, or determinations as to items of income or expense of, the Company for federal or state income tax purposes shall be taken, rejected or made by the Company in the sole discretion of the Manager.

(e)       In the event of a distribution of property made in the manner provided in Section 734 of the Code, or in the event of a transfer of any interest in the Company permitted by this Agreement made in the manner provided in Section 743 of said Code, the Manager on behalf of the Company, may file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder. Any additional costs or expenses incurred by the Company as a result of such an election shall be borne pro rata by the persons benefiting from such election.

(f)       Partnership Representative

(i)       The Manager is hereby designated as the “partnership representative” fo the Company pursuant to Section 6223(a) of the Code (as amended by the Title XI of the Bipartisan Budget Act of 2015 (such Title XI, including the corresponding provisions of the Code impacted thereby, and any corresponding provisions of state or local income tax law, as the same may be amended from time to time, the “2015 Act”)) (the “Partnership Representative”), and to the extent authorized or permitted under applicable law, but subject to the provisions of this Agreement, the Manager shall represent the Company in connection with all examinations of Company affairs by taxing authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall be reimbursed by the Company for any reasonable expenses incurred in its capacity as Partnership Representative. The Company shall indemnify, defend and hold the Partnership Representative harmless from and against any loss, liability, damage, cost, or expense (including reasonable attorney’s fees) sustained or incurred as a result of any act or decision concerning the Company tax matters and within the scope of its responsibility as Partnership Representative.

(ii)       In the event the Company incurs any liability for taxes, interest or penalties pursuant to the 2015 Act:

(A)       the Partnership Representative may cause the Members (including any former Member) to whom such liability relates, as determined by the Partnership Representative in its sole good faith discretion (taking into account the specific tax status of the relevant Members (e.g., tax-exempt or non-U.S. person), to pay, and each such Member hereby agrees to pay, such amount to the Company, and such amount shall not be treated as a Capital Contribution and shall not be limited by or reduce such Member’s (or former Member’s) obligation to make Capital Contributions;

(B)       any amount not paid by a Member (or former Member) at the time requested by the Partnership Representative shall accrue interest at an annual rate, compounded monthly, equal to the lesser of (A) eighteen percent (18%), and (B) the maximum rate of interest allowed by applicable law, until paid, and such Member (or former Member) shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by the Partnership Representative, and for this purpose the fact that the Company could have paid this amount with other funds shall not be taken into account in determining such damages;

(C)       without reduction in a Member’s (or former Member’s) obligation under clauses (A) and (B), any amount paid by the Company that is attributable to a Member (or former Member) as determined by the Partnership Representative in its sole good faith dicretion (taking into accounts the specific tax status of the relevant Members, e.g., tax-exempt or non-U.S. person), and that is not paid by such Member pursuant to clauses (A) and (B) shall be treated for purposes of Section 6(c) as a distribution to such Member (or former Member); and (D) if the Company is eligible to so elect, the Partnership Representative may cause the Company to elect pursuant to Code Section 6221(b) (as in effect after the effective date of the 2015 Act) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any U.S. federal income tax audits and other proceedings for the taxable year. Further, if any partnership adjustment (as defined in Code Section 6241(2) (as in effect after the effective date of the 2015 Act)) is determined with respect to the Company, the Partnership Representative may make such elections and take such other actions, including causing the Company to pay the amount of any such adjustment under Code Section 6225 (as in effect after the effective date of the 2015 Act), making an election under Code Section 6226 (as in effect after the effective date of the 2015 Act(, or filing a petition in the Tax Court.

The obligations of each Member (or former Member) under this Section 10(f) shall survive the Transfer by such Member of all or part of its Units herein, and the dissolution, liquidation and termination of the Company.

11.       The Manager

(a)       If the Manager is adjusted bankrupt, enters into an assignment for the benefit of creditors, has a receiver appointed to administer its interest in the Company, is the subject of a voluntary or involuntary petition for bankruptcy that is not dismissed or vacated within 90 days of filing, or applies to any court for protection from its creditors or has such interest seized by a judgement creditor, or if the Manager shall die, is adjudicated an incompetent, or becomes permanently disabled (the foregoing events are collectively referred to hereinafter as an “Event of Retirement”), said Manager shall immediately retire as a Manager of the Company.

(b)       If a Manager at any time withdraws or suffers an Event of Retirement and there is no remaining Manager, the Class B Members shall have the right, within 90 days thereafter, by the vote of such Members owning a majority of the Units, to appoint one or more new Managers as replacement Manager(s). In such event, the Members shall create for such replacement Manager(s) such interest in the Company Profits, Losses and Cash Flow, as the Class B Members may agree upon, from the interests of the Class B Members proportionately. Any dilution of the equity interests of the Class B Members that may be needed to create an equity interest for a new Manager shall be made pro rata among the collective interests of the Class B Members.

(c)       In the event of the timely appointment of a replacement or additional Manager(s) pursuant to this Section, the relationship of the Members shall be governed by the provisions of this Agreement, the Company shall be continued, and the replacement or additional Manager(s) shall have (or if there shall be more than one Manager, share) all of the management rights, duties, responsibilities, authority, and powers provided the Manager in this Agreement. In the event that the Class B Members fail to select a replacement or additional Manager(s), whichever the case may be, within 90 days following retirement of the last remaining Manager, the Company shall dissolve and terminate.

12.       Assignment of Class A Member’s or Class B Member’s Interest.

(a)       A Class A Member or Class B Member may not sell, transfer, encumber, pledge or assign all or any part of his interest or Unit(s) in the Company without the prior written consent of the Manager, which consent may not be unreasonably withheld, subject to the provisions herein. In order for an assignee to constitute a substituted or additional Member or a permitted assignee, the conditions set forth in Section 12(b) herein must be satisfied. In no event shall the Manager consent to an assignment of any Unit or other interest of a Member in the Company unless in the opinion of the counsel satisfactory to the Company (if so requested by the Manager) such assignment will not result in a termination of the Company for federal income tax purposes, (ii) will not result in the Company failing to qualify for an exemption from the registration requirements of the federal or any applicable state securities laws, and (iii) will not be to a person whose investments are governed by the Employee Retirement Income Securities Act of 1974, as amended, or to a person that is a “foreign person” as that term is defined in Code Section 1445(f).

No person shall be admitted as an additional or substituted Member under this Agreement unless and until:

(i)       an assignment contemplated by Section 12(a) is made in writing, signed by the assigning Member and accepted in writing by the assignee, and a duplicate original of such assignment has been delivered to and approved by the Manager;

(ii)       the Company has received an opinion of counsel as contemplated by Section 11(a) or waived this requirement, and such opinion is paid for by the additional or substituted Member;

(iii)       the prospective admittee executes and delivers to the Company a written agreement in form reasonably satisfactory to the Manager, pursuant to which said person agrees to be bound by and confirms the obligations, representations, warranties and power of attorney contained in this Agreement (this may be done either in an amendment to this Agreement as referenced in (iv) below or by separate instrument); and

(iv)       an appropriate amendment to this Agreement is executed and any documents required by law to be filed of record are so filed.

(c)       In the event an assignment is made in accordance with the terms hereof, unless otherwise required by the Code:

(i)       the effective date of such assignment shall be the date the written instrument of assignment is delivered to the Company and approved by the Manager;

(ii)       the Company and the Manager shall be entitled to treat the assignor of the assigned interest or Units as the absolute owner thereof in all respects and shall incur no liability for allocations or Profits or Losses and distributions of Cash Flow made in good faith to such assignor until such time as the written instrument of assignment has been actually received and approved by the Manager and recorded in the books of the Company; and

(iii)       the division and allocation of Profits or Losses attributable to the Units between the assignor and assignee during any fiscal year of the Company shall be based upon the length of time during such fiscal year, as measured by the effective date of such assignment, that the assigned interest or Units were owned by each of them and shall not be based upon the date or dates during such fiscal year in which income was earned or losses were sustained by the Company; provided, however, that in the event of a sale of substantially all of the assets of the Company, the division and allocation of Profits or Losses resulting from such sale shall be based upon the date or dates such income was earned or losses were sustained by the Company.

(d)       The cost of processing and perfecting an admission contemplated by this Section (including reasonable attorney’s fees incurred by the Company) shall be borne by the party seeking admission as a Class A or Class B Members to the Company.

13.       Death, Incompetency, Insolvency or Dissolution of a Member; Dissociation. A Member may not voluntarily withdrawal from the Company. The death, incompetency, insolvency or dissolution or other event causing a Member’s dissociation shall not terminate the Company. Upon the death of a Member, his executor, administrator, or successor in interest shall have all of the rights and duties of a Member for the purpose of settling his estate. A Member who willfully withdraws as a Member in violation of this Agreement shall be considered in breach of this Agreement, and shall be liable to the Company and the other Member for any damages caused by the dissociation. In the event a Member is dissociated from the Company upon the occurrence of any event described under the Act, the transferee or other successor in interest to the dissociated Member shall be subject to this Agreement, including, without limitation, Section 14. The Company shall have no obligation to purchase the Units of a dissociated Member under the Act or otherwise; and no Member who suffers an event of dissociation or a successor thereto may require the Company to redeem or otherwise purchase their Units. A dissociated Member shall only have such rights to distributions attributable to his Units that he would have if such Member had not dissociated; that is, at such time as distributions are made to the Members, the dissociated Member shall receive his pro rata share of such distributions attributable to his Units. On any dissociation, the Member’s right to vote or otherwise participate in the conduct of the Company’s business shall terminate, and he or his successor shall be treated as a transferee of a Member’s interest, until such time, if any, that the successor to such dissociated Member is admitted as an additional or substitute Member under Section 12. The interest of a dissociated Member shall be disregarded in determining whether any consent, approval or other action has been given or taken by the Members.

14.       Transferees and Successors. Any person acquiring or claiming an interest in the Company, in any manner whatsoever, shall be subject to and bound by all terms, conditions and obligations of this Agreement to which his predecessor in interest was subject or bound, without regard to whether such a person has executed a subscription agreement or a counterpart hereof or any other document contemplated hereby. No person, including the legal representative, heir or legatee of a deceased Manager or Member, shall have any rights or obligations greater than those set forth in this Agreement and no person shall acquire an interest in the Company or become a Manager or Member thereof except as permitted by the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, permitted assigns, heirs, legatees, beneficiaries, legal representatives, executors, administrators, and successors in trust.

15.       Dissolution and Winding-Up.

(a)       Upon dissolution of the Company, its assets shall be converted to cash or its equivalent and its affairs shall be wound up with reasonable speed but with a view towards obtaining fair value for Company assets, and thereupon unless otherwise required under the Act, the proceeds of liquidation shall be used to first pay or settle (and where appropriate, the establishment of reasonable reserves for) the Company’s debts and obligations, including to Members who are creditors, in the order of priority and to the extent provided by law, and then distributed among the Members in accordance with the provisions of Section 6(c) herein. If there is no Manager to effect such liquidation, Class A and B Members owning a majority of the Units may designate any person, firm or corporation, as a liquidating trustee, for that purpose who shall have all of the rights, powers, and authority of the Manager stated herein in connection therewith.

(b)       Each party hereto hereby waives any and all rights to partition the assets of the Company or any part thereof or to otherwise divide (whether through an action in equity or through some other means) the beneficial interest in any nominee holding title thereto.

(c)       In the event that the Manager determines that it is necessary or desirable to make a distribution of a Company asset in-kind, upon dissolution of the Company or at any other time, such asset shall be transferred and conveyed to the Members as tenants in common so as to vest in them undivided interests in the whole of such asset in the same proportions as a cash distribution equal to the value of such asset had been distributed to the Members pursuant to Section 6(c). A distribution described in the preceding sentence may be given effect indirectly by transferring the asset that would otherwise be distributed in-kind to one or limited liability companies or other entities and distributing interests in such company or other entity to the Members. The Manager may make such an in-kind distribution (or not receiving such Member’s full proportionate share thereof) receives a substitute distribution of cash or another asset of value that results in all Members receiving their full proportionate shares of the aggregate value of such distributed cash and assets. All assets distributed in-kind shall be valued at fair market value as determined by the Manager. Any asset distributed in-kind shall be subject to such reasonable conditions and restrictions as the Manager determines are necessary or desirable in order to preserve the value of the assets distributed or for legal reasons.

(d)       In the discretion of the Manager, all or any portion of the distribution that would otherwise be made to the Members pursuant to Section 15 may be distributed to a trust established for the benefit of the Members for the purpose of liquidating Company assets, collecting amounts owed to the Company and paying any debts or other obligations of the Company arising out of or in connection with the Company. The Manager shall appoint one or more persons as liquidating trustee. The assets of any such trust shall be distributed to the Members from time to time in the discretion of the liquidating trustee in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

(e)       As part of the winding-up of the Company, a final accounting shall be made of the activities of the Company from the date of the last previous accounting to the date of dissolution.

16.       No Personal Liability for Return of Capital and Loans. Neither the Manager nor any Member shall be personally liable for the return or repayment of all or any portion of the capital contribution of any person or for the repayment of all or any portion of any loan made by the Manager or any Member to the Company, it being expressly understood that any such return of capital contribution and/or repayment of any such loan shall be made solely from the assets (which shall not include any right of contribution from the Manager) of the Company.

17.       Indemnification.

(a)       The Company shall indemnify, defend, and hold the Manager and its employees and agents, or their respective successors, executors, administrators or personal representatives, officers, directors and shareholders (collectively, “Indemnitees”) harmless from and against any loss, liability, damage, cost, or expense (including reasonable attorney’s fees) sustained or incurred as a result of any act, decision or omission concerning the business or activities of the Company provided that the Indemnitee was not guilty of gross negligence or willful misconduct and was acting in good faith within the Indemnitee reasonably believed to the scope of its authority for a purpose which it reasonably believed to be not opposed to the interests of the Company. Such indemnification shall be made only to the extent of the assets of the Company.

(b)       In the event of the Company is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Manager’s or Member’s (i) personal obligations or liabilities unrelated to Company business, or (ii) breach of any representation or warranty made to the Company, such Manager or Member shall indemnify and reimburse the Company for all such loss and expense incurred, including reasonable attorneys’ fees, and the interests of such person in the Company may be charged therefore.

18.       Amendment. If, at any time during the term of the Company the Manager shall deem it necessary or desirable to make any change in any of the provisions hereof, or any additions hereto, for the advantageous or satisfactory management of Company business, it may be done it embodied in an instrument signed by the Manager, the Class A Members and Class B Members holding a majority of the Units then outstanding, voting together as a single class, either personally or by their attorney(s) in-fact. Provided, however, the Manager may (a) amend the Agreement to admit additional Members under Section 5(d) or 5(h), (b) make non-material changes to the Operating Agreement as determined in the Manager’s reasonable discretion, (c) make any changes required by a lender to the Company to obtain financing, and (d) make any other changes to the extent the Manager determines, in its sole discretion, that the amendment is necessary or advisable in order to allow the Company to meet its business objectives consistent with this Agreement, all without the consent of the Members. Any such supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in and formed a part of this Agreement. In no event shall any amendment to this Agreement (i) disproportionately decrease the right of any Member to distributions in relation to Members similarly situated or otherwise alter a Member’s right to distributions, except as otherwise permitted by this Agreement, (ii) cause any Member to incur any additional personal liability with respect to the Company, (iii) require any Member to contribute any additional capital to the Company not already provided for in this Agreement, (iv) eliminate any express right any Member may have in this Agreement to vote on, approve or veto any action or decision relating to the Company, (v) reduce the indemnification available to the Members, (vi) amend the capital call preemptive rights of the Members under Section 5(h)(ii) herein, or (vii) amend this Section 18 unless in each case the Members adversely affected thereby consent in writing to such modification or amendment.

19.       Power of Attorney. The Members, by execution of this Agreement, irrevocably constitute and appoint the Manager or any replacement Manager, with full power of substitution, his true and lawful attorney-in-fact, in his name, place and stead to consent to, make, execute, sign, acknowledge, swear to, record and file, on behalf of such Member and on behalf of the Company, the following;

(a)       this Agreement, the Certificate of Formation, a certificate of doing business under an assumed name, and any other certificates or instruments which may be required to be filed by the Company or the Manager or Members under the laws of the State of Texas and Texas or any other jurisdiction whose laws may be applicable;

(b)       Articles of Dissolution of the Company and such other instruments or documents as may be deemed necessary or desirable by said attorneys upon the termination of the Company;

(c)       any and all amendments of the instruments described in subsections (a) and (b) above, provided such amendments are either required by law to be filed, are necessary to correct statements herein, or are consistent with this Agreement (including, without limitation, any amendments (i) admitting or substituting Members, (ii) to make changes necessary in order to obtain financing, (iii) to make non-material changes to the Operating Agreement as determined in the Manager’s reasonable discretion, or (iv) which have been authorized in accordance with Section 18); and

(d)       any and all such other instruments as may be deemed necessary or desirable by said attorney to carry out fully the provisions of this Agreement in accordance with its terms.

The foregoing grant of authority: (i) is a special power of attorney coupled with an interest, is irrevocable and shall survive the death, incapacity, insolvency or dissolution of each Member; and (ii) shall survive the delivery of an assignment by a Member of the whole or any portion of his Units or interest herein.

20.       Securities Registrations and Investment Representation.

(a)       No registration statement relating to the sale of the Units, or otherwise, is to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or under the securities laws of any state; and the Units are being offered and sold in reliance upon one or more exemptions from registration under applicable federal and state securities laws.

(b)       Each Class A Member and Class B Member severally represents and warrants that (i) it is acquiring his interest in the Company for his own account, for investment purposes only, and not with a view to the sale or distribution of, or with the present intention of selling or distributing, all or any part of such interest; and (ii) the Company has given it full and complete access to any and all financial, and other materials and information relative to the Company, as are in possession or control of the Company. Each Class A Member and Class B Member further represents that it is relying on his own tax, investment, and legal counsel with respect to the financial and tax benefits and other legal and investment aspects of his investment in the Company.

21.       Governing Law; Consent to Jurisdiction. This Agreement shall be regarded for all purposes as a Texas document, and the validity and construction thereof shall be determined and governed by the laws of the State of Texas. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held illegal, invalid or unenforceable or in conflict with the Act or other applicable law, the remainder of this Agreement, or the application of such provision to any person or circumstance, shall be held illegal, invalid or unenforceable or in conflict with the Act or other applicable law, the remainder of this Agreement, or other application of such provision to persons or circumstances other than those to which it is held illegal, invalid, unenforceable or in conflict shall not be affected thereby. Any request for an equitable relief and/or litigation arising thereunder will be initiated solely in Chicago, Illinois. Each party (a) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgement rendered thereby in connection therewith, and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum.

22.       Notice. All notices, requests, and demands herein required or permitted to be given or made shall be deemed to be effectively served and delivered (i) on the date of personal or courier delivery; or (ii) three (3) business days after the date of deposit in the United States mail by registered or certified mail, postage prepaid, return receipt requested, and

(a)       if intended for the Company or the Manager or the Class B Member, addressed to the Company or Manager or Class B Member at the principal office of the Company; and

(b)       if intended for a Class A Member, addressed to that Member at its address appearing at Appendix B, as amended from time to time; or to such other person or at such other address designated by written notice given to the Company and all Members in accordance herewith.

23.       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall be deemed one Agreement.

       24.       Interpretation. The use of the masculine, feminine, or neuter gender and the use of the singular and plural shall not be given the effect of any exclusion or limitation herein; and the use of the word “person” or “party” shall mean and include any individual, trust, corporation, Company or other entity. All Section titles and captions contained herein are for convenient reference only and shall not be deemed as a part of the context of this Agreement.

25.       Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and all prior or concurrent agreements, understandings, representations and warranties in regard to the subject matter hereof are and have been merged herein and are superseded hereby.

26.       Side Letters. Notwithstanding any provision of this Agreement (including Section 25 hereof) to the contrary, it is hereby acknowledged and agreed that the Company, and the Manager on its own behalf or on behalf of the Company, may, without the approval of any other Member, enter into a side letter or similar agreement (each, a “Side Letter”) to or with a Member which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement between such Member and the Company. The parties hereto agree that any terms contained in a Side Letter shall govern with respect to such Member notwithstanding the provisions of this Agreement.

27.       Construction. This Agreement shall not be construed against any person for having drafted it.

28.       No Partition. No Member or holder of any Units will have any right to maintain any action for partition with respect to the property of the Company.

29.       Confidentiality.

(a)       Each Member recognizes and acknowledges that such Member will be entrusted with or have access to confidential and proprietary information that is the property of the Company. Each Member therefore agrees that, during the time that such Member is a Member and at all times thereafter, such Member shall not, without the prior written consent of the Manager and applicable other Member, directly, or indirectly, (i) disclose or otherwise make available to any third party, any Confidential Information (as defined below) other than in the performance of such Member’s duties with respect to the Company, in connection with disputes involving this Agreement or the agreements contemplated hereby or as required by law or (ii) utilize or convert Confidential Information for such Member’s own benefit or gain. As used herein, the term “Confidential Information” shall mean all non-public information, whether tangible or intangible, in any form or medium, relating to the business or affairs of the Company, including the identities of the Members. Each Member acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company and the covenants set forth in this Section 29 (collectively, the “Restrictive Covenants”) are reasonable and necessary for the protection of the Company’s business interests, that the Company and other Members would not have purchased Units or entered into this Agreement without such Restrictive Covenants, that irreparable injury will result to the Company and/or the Members if any Member breaches any of the terms of the Restrictive Covenants, and that in the event of any Member’s actual or threatened breach of any of the Restrictive Covenants, none of the Company will have an adequate remedy at law. Each Member accordingly agrees that in the event of an actual or threatened breach by the Manager or such Member of any of the Restrictive Covenants, the Company or the other Members shall be entitled to immediate temporary injunctive and other equitable relief, without the necessity of showing actual monetary damages or of posting any bond or other security. Nothing contained herein shall be construed as prohibiting the Company or any Member from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of any damages. Notwithstanding the foregoing, nothing contained herein shall prohibit any Member that is an employee of the manager or any of its Affiliates from reporting possible violations of law or regulation to any Governmental Entity including, but not limited to, the United States Department of Justice, the United States Securities and Exchange Commission, the United States Congress and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. The provisions of this Section 29 shall survive termination of this Agreement.

(b)       Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative or other agent of such party) may disclose to its tax professional advisors (and such advisors’ partners, shareholders, members, employees and agents), the tax treatment, tax structure or tax strategies relating to, the Company and any transactions entered into by the Company and all materials of any kind (including opinions and other tax analyses) that are provided to the party relating to such tax treatment, tax strategies and tax structure.

30.       Method of Giving Consent. Any approval required by this Agreement may be given as follows:

(a)       By a written approval given by the Member whose approval is solicited and obtained (the “Consenting Member”) prior to the doing of the act or thing for which the approval is solicited; or

(b)       By the affirmative vote of the Consenting Member to the doing of the act or thing for which the approval is solicited or obtained at any meeting called and held to consider the doing of such act or thing; provided, that, if a proxy is obtained from a Consenting Member prior to any meeting, such proxy may be revoked at a meeting held to consider the doing of such act or thing.

(c)       A Member shall be deemed to have consented to a proposed amendment to this Agreement if it has not objected to the proposed amendment by written notice to the Manager delivered within 10 days of Manager’s written notice to the Manager of the proposed amendment. However, a Member shall not be deemed to have consented to any amendment that contravenes any of the clauses in Section 18, unless it affirmatively consents to the proposed amendment in writing.

31.       Meetings.

(a)       Any meeting of Members shall be held not fewer than five (5) business days nor more than sixty (60) days after notice thereof shall have been given by the Manager to all Members. The Manager may set in advance a record date for determining the Members entitled to notice of and to vote at any meeting and to give any approval.

(b)       Notice of a meeting of the Members may be given by the Manager, in its discretion, at any time. Any such notice shall state briefly the purpose, time and place of the meeting.

(c)       Meetings of the Members may be held by telephone or other electronic device. All such meetings shall be held at such reasonable places as the Manager shall designate and during normal business hours. All expenses of attending the meetings shall be borne by the Members attending the same.

(d)       If, pursuant to any provision of this Agreement, any Member is not entitled to cast a vote, give a consent or provide or withhold any approval by this Agreement or otherwise (whether in writing or at a meeting), the determination as to whether the matters under consideration has been approved or consented to shall be made without regard to the Units, Capital Commitment or capital contributions of such Member in counting the necessary votes, consents or approvals.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective January 18, 2022.

MANAGER:

ETX Management #1, LLC, by:

Brent Beal, Manager

Brock Beal, Manager

Appendix A

CASH FLOW

Cash Flow shall be applied as follows:

Appendix B

Class A and Class B Members

Pro Forma

Capital Units

ETX PARK FUND #2, LLC

SUBSCRIPTION AGREEMENT

NOTICE TO INVESTORS

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST. THE COMPANY (AS DEFINED BELOW) IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY THE INVESTOR (AS DEFINED BELOW) IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY EACH INVESTOR IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS PROVIDED BY THE COMPANY (COLLECTIVELY, THE “OFFERING MATERIALS”), OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE MANAGEMENT OF THE COMPANY. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT,” “MAY,” “PLAN,” “POTENTIAL,” “SHOULD,” “WILL” AND “WOULD” OR THE NEGATIVES OF THESE TERMS OR OTHER SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made among ETX PARK FUND #2, LLC, a Texas limited liability company (the “Company”), ETX MANAGEMENT #1, LLC, a Texas limited liability company and the sole manager of the Company (the “Manager”), and the purchaser of certain Units of the Company specified on the signature page hereof (the “Investor”).

WHEREAS, Investor desires to acquire membership interests (“Units”) in, and to become a member (a “Member”) of, the Company, all on the terms and subject to the conditions set forth in this Agreement and the Operating Agreement of the Company (as amended from time to time in accordance with its terms, the “Operating Agreement”).

NOW, THEREFORE, in consideration of the foregoing recital and the representations, warranties, covenants, and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I

Subscription for Units in the Company

1.1                   Subscription. Investor hereby irrevocably subscribes for the Units in the Company set forth on Investor’s signature page hereto for the purchase price set forth on Investor’s signature page hereto (the “Purchase Price”). Investor understands that it is not entitled to cancel, revoke or terminate this subscription or any of the agreements of Investor hereunder.

1.2                   Closing. The closing (the “Closing”) of the sale and purchase of the Units by the Investor will occur as of the date determined by the Company in its discretion (the “Closing Date”).

1.3                   Information. The Investor shall furnish to the Company all information that the Company has requested in this Agreement, or may hereafter require, in order to (i) comply with any Law (as defined below) applicable to the Company, and (ii) determine whether or not Investor is, or will be on the Closing Date, an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)).

ARTICLE II

Representations and Warranties of Investor

2.1                   Representations. Investor hereby represents and warrants to, and agrees with, the Company as follows:

(a)                                        Organization, Power and Authority. (i) Investor, if it is a corporation, limited

liability company, trust, partnership or other entity, (A) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (B) has the requisite corporate or other power to execute and deliver this Agreement, the Operating Agreement and such other agreements, certificates, or other instruments as are executed by or on behalf of Investor in connection with its obligations under the Operating Agreement or in connection with this subscription (collectively, the “Investor Documents”) and to perform the obligations to be performed by it hereunder or thereunder and (ii) the execution and delivery by Investor of each Investor Document and the performance by it of the obligations to be performed by it hereunder or thereunder have been duly authorized by all necessary corporate or other action on the part of Investor.

(b)                                       Capacity. The Investor (a) if a natural person, represents that the Investor has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (b) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Units, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (c) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Investor is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Comopany, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Investor is a party or by which it is bound.

(c)                                        Enforceability. Each Investor Document has been duly executed and delivered by Investor and, assuming the due execution and delivery of each Investor Document by the other party or parties hereto or thereto, constitutes the valid and binding obligation of Investor enforceable against Investor in accordance with its terms.

(d)                                       Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration or filing with, or notice to, any federal, state, local or foreign court, tribunal, arbitrator or governmental, administrative or regulatory agency, authority or body or any instrumentality or political subdivision thereof (“Governmental Entity”) or any other person is required to be obtained or made by or in respect of Investor in connection with the execution and delivery of any Investor Document by Investor or the performance by Investor of the obligations to be performed by it hereunder or thereunder.

(e)                                        No Conflicts. The execution and delivery of each Investor Document does not, and the performance by Investor of the obligations to be performed by it hereunder and thereunder will not, (i) conflict with, result in any violation of, constitute a default (with or without notice, lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or to loss of a benefit under, any provision of the articles or certificate of incorporation or bylaws or other similar organizational or governance documents of Investor or any agreement or contract to which Investor is a party or by which any of its assets or properties are bound, as the case may be, (ii) violate any order, judgment, decree, writ, award or injunction (“Order”) of any Governmental Entity applicable to Investor

or license or permit applicable to Investor or (iii) violate any domestic or foreign law, statute, constitution, treaty, ordinance, rule or regulation (“Law”) applicable to Investor.

(f)                                         Securities Law Matters. The Investor acknowledges receipt of advice from the Company that: (a) the Units have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws or non-U.S. securities laws; (b) it is not anticipated that there will be any public market for the Units; (c) the Investor must continue to bear the economic risk of the investment in the Units unless the Units are subsequently registered under the Securities Act and such state or non-U.S. securities laws or an exemption from such registration is available; (d) a restrictive legend shall be placed on any certificates representing the Units that make clear that such Units are subject to the restrictions on transferability set forth in this Agreement and the Operating Agreement; and (e) a notation shall be made in the appropriate records of the Company indicating that the Units are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect thereto.

(g)                                        Ability to Bear Risk. The Investor acknowledges that: (a) the financial situation of the Investor is such that it can afford to bear the economic risk of holding the Subscription Units for an indefinite period; and (b) the Investor can afford to suffer the complete loss of its investment in the Subscription Units.

(h)                                       Access to Information; Sophistication; Lack of Reliance. The Investor is familiar with the business and financial condition, properties, operations, and prospects of the Company and the Investor has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the acquisition of the Subscription Units and to obtain any additional information that the Investor deems necessary to verify the accuracy of the information so provided. The Investor’s knowledge and experience in financial and business matters is such that the Investor is capable of evaluating the merits and risk of the Investor’s investment in the Subscription Units. The Investor has carefully reviewed the terms and provisions of this Agreement and the Operating Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Investor represents and warrants that as of the Closing, (a) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties, or business of the Company or as to the desirability or value of an investment in the Company has been made to the Investor by or on behalf of the Company, except for those representations and warranties expressly set forth in Article III of this Agreement, (b) the Investor has relied upon the Investor’s own independent appraisal and investigation and the advice of the Investor’s own counsel, tax advisors, and other advisors regarding the risks of an investment in the Company, and (c) the Investor will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company.

(i)                                         Qualified Purchaser. The Investor is a “Qualified Purchaser” as that term is defined in Regulation A either because:

(i)                     The Investor is an “accredited investor” as defined in Rule 501 of Regulation D of the Securities Act; or

(ii)                   The Purchase Price, together with any other amounts previously used to purchase Units in this offering, does not exceed ten percent (10%) of the greater of Investor’s annual income or net worth (or in the case where the Investor is a non-natural person, their revenue or net assets for the Investor’s most recently completed fiscal year end).

The Investor represents that to the extent it has any questions with respect to its status as a Qualified Purchaser, or the application of the investment limits, it has sought professional advice. The Investor agrees to promptly provide the Company, Manager, and/or any broker offering the Units and their respective agents with such other information as may be reasonably necessary for them to confirm the

Qualified Purchaser status of the Investor.

ARTICLE III

Representations and Warranties of the Company

3.1                   Representations. The Company hereby represents and warrants to the Investor that:

(a)                                           Organization, Power and Authority. The Company (i) is duly formed, validly existing and in good standing under the Laws of the State of Texas, and (ii) subject to applicable law, has the requisite limited liability company power and authority to execute and deliver this Agreement and to perform the obligations to be performed by it hereunder.

(b)                                           Enforceability. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(c)                                            Authorization. The Company has taken all limited liability company actions necessary to authorize it to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution, and delivery of this Agreement by the Investor, constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(d)       Units. The Units, when issued and delivered in accordance with the terms hereof, will be duly authorized, validly issued, fully paid, and nonassessable and will be free and clear of any liens or encumbrances.

ARTICLE IV

Miscellaneous Provisions

4.1       Amendments. This Agreement may be modified or amended only with the prior written consent of the Company and Investor, except that modifications, amendments, waivers, consents or other matters relating to the Operating Agreement shall not be deemed modifications or amendments of this Agreement.

4.2       Assignment. Investor may not assign, delegate or otherwise transfer (whether by merger, operation of law, by contract or otherwise) any of its rights or obligations under this Agreement without the prior written consent of the Company.

4.3       Binding Effect. This Agreement and the rights and obligations set forth herein shall be binding upon, and shall inure to the benefit of, Investor, the Company and their respective heirs, legal representatives, successors and permitted assigns. If Investor is more than one person, then the obligation of Investor will be joint and several, and the agreements, representations, warranties and acknowledgments herein contained will be deemed to be made by and be binding upon each such person and its successors and permitted assigns.

4.4       Headings. The headings contained herein are for convenience and shall not control or affect the meaning or interpretation of any provision hereof.

4.5       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, Docusign, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original copy of this Agreement.

4.6       Severability. In case any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, the validity and enforceability of the remaining provisions shall not in any way be affected thereby.

4.7       Entire Agreement. This Agreement, together with the Operating Agreement, shall constitute the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements, arrangements, understandings, documents, instruments and communications, whether written or oral, with respect to such subject matter.

4.8       Further Assurances. Subject to the terms and conditions provided herein, each party hereto covenants and agrees to use commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper, or advisable, whether under applicable law or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement.

4.9       Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the Laws of the State of Texas applicable to contracts executed and performable solely in such state.

4.10       Operating Agreement. From and after the Closing Date, Investor hereby adopts, accepts and agrees to be bound by all terms and conditions of the Operating Agreement and to perform all obligations therein imposed upon Investor in its capacity as a Member of the Company including the contribution of capital to the Company as required by the Operating Agreement.

4.11       No Waiver. The rights and remedies provided for herein are cumulative and not exclusive of any right or remedy that may be available to any party hereto whether at law, in equity, or otherwise. No delay, forbearance or neglect by any party hereto, whether in one or more instances, in the exercise or any right, power, privilege or remedy hereunder or in the enforcement of any term or condition of this Agreement shall constitute or be construed as a waiver thereof. No waiver of any provision hereof, or consent required hereunder, or any consent or departure from this Agreement, shall be valid or binding unless expressly and affirmatively made in writing and duly executed by the party to be charged with such waiver. No waiver shall constitute or be construed as a continuing waiver or a waiver in respect of any subsequent breach or default, either of similar or different nature, unless expressly so stated in such writing.

4.12       Representations and Warranties. Each of the representations and warranties of the parties hereto set forth in this Agreement and made as of the date hereof shall be true and accurate as of the Closing applicable to the subscription made hereby as if made on and as of the date of such Closing.

4.13       Notices. All notices, requests, demands, letters, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally, (ii) sent by next-day or overnight mail or delivery or (iii) sent by e-mail, as follows:

If to the Company: ETX Park Fund #2, LLC

Attention: Brent Beal

225 E Parker Road

Nacogdoches, TX 75965

Email: brent@etxinvestments.com

If to the Investor: [INVESTOR NAME]

Attn: [NAME]

[ADDRESS]

[ADDRESS]

All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (A) if by personal delivery, on the day delivered, (B) if by next-day or overnight mail or delivery, on the day delivered, or (C) if by e-mail, on the day delivered.

Signatures begin on following page.

IN WITNESS WHEREOF, the parties have hereby executed this Agreement as of the date first above written.

COMPANY:

ETX PARK FUND #2, LLC, by and through its Manager, ETX MANAGEMENT #1, LLC, by:

_______________________________________

BROCK Beal, Managing Member

_______________________________________

BRENT BEAL, Managing Member

Investor signature on following page.

Investor hereby irrevocably subscribes for the following Units in the Company for the purchase price listed and agrees to the terms and conditions of this Agreement and adopts, accepts and agrees to be bound by all terms and conditions of the Operating Agreement and to perform all obligations therein imposed upon Investor in its capacity as a Member of the Company including the contribution of capital to the Company as required by the Operating Agreement.

Units: _________________

Purchase Price: ____________________

INVESTOR:

___________________________________________

OPTION TO PURCHASE

Date: April 14, 2023

Seller: ETX PARK FUND #1, LP, a Texas limited partnership

Seller’s Address: 225 E Parker Road, Nacogdoches, Texas 75965

Buyer: ETX PARK FUND #2, LLC, a Texas limited liability company

Buyer’s Address: 225 E Parker Road, Nacogdoches, Texas 75965

Option Fee: $1,000.00

Expiration Date: January 1, 2024

Contract: The Real Estate Sales Contract attached as Exhibit A

Purchase Price: $37,500 per acre

Underwriter: TBD

Escrow Agent: Nacogdoches Heritage Title Company

Escrow Agent Address: 103 N. Fredonia, Nacogdoches, Texas 75961

In consideration of the Option Fee, Seller grants to Buyer the exclusive and irrevocable option to purchase the Property on the following terms and conditions:

1.                   Application of Option Fee. The Option Fee will be applied to the Purchase Price.

2.                   Exercise of Option. To exercise the option, Buyer must execute and deliver to Seller the Contract by the Expiration Date. Within three business days of receiving Buyer’s signed Contract, Seller must execute and deliver the Contract to Escrow Agent.

3.                   Termination of Option. If Buyer does not exercise the option by the Expiration Date, the option terminates, Seller retains the Option Fee, and Buyer will execute and deliver to Seller a recordable release of the option.

4.                   Seller’s Default. If Buyer exercises the option but Seller does not timely execute and deliver the Contract, Buyer has all applicable remedies, including specific performance.

Optionor/Seller:

ETX PARK FUND #1, LP, by:

By:_________________________________

Brent Beal, Managing Partner

Date: ___________________________

Optionee/Buyer:

ETX PARK FUND #2, LLC:

By:_________________________________

Brent Beal, Manager

Date: ___________________________

EXHIBIT A

REAL ESTATE SALES CONTRACT

This Contract to buy and sell real property between ETX PARK FUND #1, LP, a Texas limited partnership (“Seller”) and ETX PARK FUND #2, LLC, a Texas limited liability company (“Buyer”) is effective on the date of the last of the signatures by Seller and Buyer and by the Title Company as escrow agent as defined below to acknowledge receipt of the Contract and the Earnest Money in good funds (“Effective Date”).

A.       Purchase and Sale of Property

A.1.       Purchase and Sale Agreement. Subject to the terms and provisions of this Real Estate Sales Contract (the “Contract”), Seller agrees to sell and convey to Buyer and Buyer agrees to buy and pay Seller for the property being 9.4 acres out of the western portion of Lot 27, Block 54 of the City of Nacogdoches, Texas, and more fully described in Exhibit A (“Land”), together with improvements to the Land, if any (“Improvements”), and the leases associated with the Land and Improvements (“Leases”), all collectively referred to as the “Property.”

A.2.       Adjusted Purchase Price. The purchase price is an adjusted purchase price when it is adjusted based on a current Survey as described in paragraph C.3. below. The purchase price will be adjusted on the basis of the Survey to equal the product of $37,500.00 multiplied by the number of net acres of surface area of the Land disclosed by the Survey (the “Purchase Price”).

A.3.       Payment of the Purchase Price. The Purchase Price will be paid in cash or certified funds, as required by the Title Company.

A.4.       Performance. All deadlines in this Contract expire at 5:00 p.m. local time where the Property is located. If a deadline falls on a Saturday, Sunday, or holiday, the deadline will be extended to the next day that is not a Saturday, Sunday, or holiday. A holiday is a day, other than a Saturday or Sunday, on which state or local governmental agencies and financial institutions are not generally open for business where the Property is located. Time is of the essence.

B.       Earnest Money

B.1.       Deposit of Earnest Money. Upon execution of this Contract, Buyer will deposit Earnest Money in good funds in the amount of $5,000.00, along with this fully executed Contract by Seller and Buyer with Nacogdoches Heritage Title (the “Title Company”), as escrow agent, located at 103 N. Fredonia Street, Nacogdoches, Texas, which sum may be invested by the Title Company in a federally insured, interest-bearing account pending disposition thereof in accordance with this Contract (such sum and the interest accrued thereon being hereinafter referred to collectively as the “Earnest Money”) and applied according to the terms of this Contract. The Title Company will acknowledge receipt of the Earnest Money by signing Title Company’s “Receipt for Earnest Money Deposit” at the end of this Contract and send copies thereof to Seller and Buyer.

B.2.       Interest on Earnest Money. Buyer may direct the Title Company to invest the Earnest Money in an interest-bearing account in a federally insured financial institution by giving notice to the Title Company and satisfying the Title Company’s requirements for investing the Earnest Money in an interest-bearing account. Any interest earned on the Earnest Money will become part of the Earnest Money.

B.3.       Application of Earnest Money. If the sale of the Property is consummated as contemplated in this Contract, then the Earnest Money will be applied to the Purchase Price at Closing. If this Contract is terminated prior to consummation of the sale of the Property in accordance with this Contract, then the Earnest Money will be applied in accordance with sections D. and G. below.

C.       Title and Survey

C.1.       Review of Title. The following statutory notice is provided to Buyer on behalf of the real estate licensees, if any, involved in this transaction: Buyer is advised that it should either have the abstract covering the Property examined by an attorney of Buyer’s own selection or be furnished with or obtain a policy of title insurance.

C.2.       Title Commitment; Title Policy. “Title Commitment” means a Commitment for Issuance of an Owner Policy of Title Insurance by Title Company stating the condition of title to the Land. The “effective date” stated in the Title Commitment must be after the Effective Date of this Contract. “Title Policy” means an Owner Policy of Title Insurance issued by the Title Company in conformity with the last Title Commitment delivered to and approved by Buyer.

C.3.       Survey. To be obtained by Buyer, at Buyer’s expense:

“Survey” means an on-the-ground, staked plat of survey and metes-and-bounds description of the Land, prepared by a Registered Professional Land Surveyor licensed by the state of Texas and acceptable to Buyer, Seller, and the Title Company, dated after the Effective Date, and certified to Seller, Buyer, Title Company, and any other person specified by Buyer to comply with the most recent Minimum Standard Detail Requirements and Accuracy Standards for ALTA/ACSM Land Title Surveys (“ALTA”), as published by the American Land Title Association and the National Society of Professional Surveyors for the Survey Category.

For purposes of the legal description for the Land to be included in the Title Policy and the Deed and other documents to be delivered at Closing, the field notes prepared by the surveyor will control any conflicts or inconsistencies with the legal description contained on Exhibit A herein or in the Title Commitment and such field notes will be incorporated herein by this reference upon completion and substituted on Exhibit A herein and included as the legal description for the Land in the Deed and the Title Commitment and Owner’s and Loan policies.

C.4.       Delivery of Title Commitment, Survey, and Legible Copies. Seller must deliver the Title Commitment and legible copies of the instruments referenced in the Title Commitment within 30 days from the Effective Date of this Contract.

C.5.       Title Objections. Buyer has 14 days after delivery of the last of the Title Commitment, legible copies of the instruments referenced in the Title Commitment, and the Survey if a new Survey is required by Buyer or Title Company (“Title Objection Deadline”) to review the Survey, Title Commitment, and legible copies of the title instruments referenced in them and notify Seller of Buyer’s objections to any of them (“Title Objections”). Buyer will be deemed to have approved all matters reflected by the Survey or Title Commitment to which Buyer has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved are “Permitted Exceptions.” If Buyer notifies Seller of any Title Objections, Seller has 7 days from receipt of Buyer’s notice to notify Buyer whether Seller agrees to cure the Title Objections before Closing (“Cure Notice”). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before Closing, Buyer may, within 7 days after the deadline for the giving of Seller’s Cure Notice, notify Seller that either this Contract is terminated or Buyer will proceed to close, subject to Seller’s obligations, at or before Closing, to remove all liquidated liens; remove all exceptions that arise by, through, or under Seller after the Effective Date; and cure any other Title Objections that Seller has agreed to cure in the Cure Notice.

C.6.       Partial Release of Liens. If, as of the Effective Date, the Property is subject to any liens that secure indebtedness in excess of the estimated net proceeds of the Purchase Price after the satisfaction of brokers’ commissions and other transaction costs for which Seller is responsible, then Seller promptly must obtain a written agreement or agreements (collectively, the “Partial Release Agreement”) binding and enforceable against the holders of such liens (“Holders”) for the benefit of Seller. The Partial Release Agreement must constitute an agreement to release all of such liens with respect to the Property on the payment to the Holders of an amount that does not exceed the net proceeds of the Purchase Price after the satisfaction of brokers’ commissions and other transaction costs for which Seller is responsible. If Seller is required to provide a Partial Release Agreement, the Inspection Period will not commence until the executed Partial Release Agreement, in a form reasonably satisfactory to Buyer, is delivered to Buyer.

D.       Inspection Period and Buyer’s Right to Terminate

D.1 Inspection Period. Buyer’s inspection of the Property may be conducted commencing on the Effective Date of the Contract and ending at 5:00 p.m. local time where the Property is located, 21 days after the Effective Date (the “Inspection Period”).

D.2       Buyer’s Right to Terminate. Buyer may terminate this Contract for any reason by notifying Seller of the termination in writing before the end of the Inspection Period. Upon Buyer’s delivery of written notice of termination to the Seller, the Title Company is hereby authorized to deliver the Earnest Money to Buyer, less $100, which will be paid to Seller as consideration for the right granted by Seller to Buyer to terminate this Contract. Upon written request by Seller, Buyer will provide to Seller copies of the following reports related to the Property in Buyer’s possession: environmental reports, physical inspection reports, and surveys.

If Buyer does not deliver written notice to Seller of Buyer’s termination of the Contract before the end of the Inspection Period, Buyer waives the right to terminate this Contract pursuant to this provision.

D.3.       Review of Seller’s Records. Seller will make available to Buyer copies of Seller’s records specified in Exhibit C (“Seller’s Records”), or otherwise make Seller’s Records available for Buyer’s review (for instance, through an online file sharing service), within 7 days from the Effective Date of this Contract.

D.4.       Entry onto the Property. Buyer and its duly authorized agents and representatives may enter the Property before Closing, at Buyer’s cost and risk, subject to the following:

D.4.a.       Buyer must deliver evidence to Seller that Buyer has commercial general liability insurance, with coverages and in amounts that are substantially the same as those maintained by Seller or with such lesser coverages and in such lesser amounts as are reasonably satisfactory to Seller.

D.4.b.       Buyer may not interfere in any material manner with existing operations or occupants of the Property.

D.4.c.       Buyer must notify Seller in advance of Buyer’s plans to conduct tests so that Seller or Seller’s representatives may be present during the tests.

D.4.d.       If the Property is physically altered because of Buyer’s inspections, Buyer must return the Property to its preinspection condition promptly after the alteration occurs.

D.4.e.       Buyer must abide by any other reasonable entry rules imposed by Seller.

D.5.       Environmental Assessment. Prior to the end of the Inspection Period, Buyer has the right to conduct environmental assessments of the Property. Seller will provide, or will designate a person with knowledge of the use and condition of the Property to provide, information requested by Buyer or Buyer’s agent or representative regarding the use and condition of the Property during the period of Seller’s ownership of the Property. Seller will cooperate with Buyer in obtaining and providing to Buyer or its agent or representative information regarding the use and condition of the Property before Seller’s period of ownership to the extent that the information is within Seller’s possession or control.

D.6.       Buyer’s Indemnity and Release of Seller

D.6.a.       Indemnity. Buyer will indemnify, defend, and hold Seller harmless from any loss, attorney’s fees, expenses, or claims arising out of Buyer’s inspection of the Property, except those arising out of the acts or omissions of Seller and those for repair or remediation of existing conditions discovered by Buyer’s inspection. The obligations of Buyer under this provision will survive termination of this Contract and Closing, any other provision of this Contract to the contrary notwithstanding.

D.6.b.       Release. Buyer releases Seller and those persons acting on Seller’s behalf from all claims and causes of action (including claims for attorney’s fees and court and other costs) resulting from Buyer’s inspection of the Property

E.       Representations; As Is, Where Is Provision; Environmental Matters

The parties’ representations stated in sections A. and D. of Exhibit B are true and correct as of the Effective Date and must be true and correct on the Closing Date. A party who becomes aware that any of the representations of either party are not true and correct will promptly notify the other party. Unless a party notifies the other party to the contrary on or before the Closing Date, or a party has actual knowledge to the contrary as of the Closing Date, each party is entitled to presume that the representations of the other party in Exhibit B are true and correct as of the Closing Date.

The parties agree to the terms of section B. (As Is, Where Is) and section C. (Environmental Matters) in Exhibit B.

F.       Condition of the Property until Closing; Cooperation; No Recording of Contract

F.1.       Maintenance and Operation. Until Closing, Seller will (a) maintain the Property as it existed on the Effective Date, except for reasonable wear and tear and casualty damage; (b) use the Property in the same manner as it was used on the Effective Date; (c) comply with all Leases and other contracts of Seller pertaining to the Property in effect on the Effective Date and all laws and all governmental regulations affecting the Property; and (d) not encumber, transfer, or dispose of any of the Property, except to sell inventory, replace equipment, and use supplies in the normal course of operating the Property. Until the end of the Inspection Period, Seller will not enter into, amend, or terminate any Lease or other contract that affects the Property other than in the ordinary course of operating the Property and will promptly give notice to Buyer of each new, amended, or terminated Lease or other contract, including a copy of the Lease or other contract, in sufficient time so that Buyer may consider the new information before the end of the Inspection Period. If Seller’s notice is given within three days before the end of the Inspection Period, the Inspection Period will be extended for three days. After the end of the Inspection Period, Seller may not enter into, amend, or terminate any Lease or other contract that affects the Property without first obtaining Buyer’s written consent, which Buyer will have no obligation to grant and, if granted, may be conditioned in any manner Buyer in its sole discretion deems appropriate.

F.2.       Casualty Damage. Seller will notify Buyer promptly after discovery of any casualty damage to the Property. Seller will have no obligation to repair or replace the Property if it is damaged by casualty before Closing. Buyer may terminate this Contract if the casualty damage that occurs before Closing would materially affect Buyer’s intended use of the Property, by giving notice to Seller within fifteen days after receipt of Seller’s notice of the casualty (or before Closing if Seller’s notice of the casualty is received less than fifteen days before Closing). If Buyer does not terminate this Contract, Seller will (a) convey the Property to Buyer in its damaged condition, (b) assign to Buyer all of Seller’s rights under any property insurance policies covering the Property, and (c) credit to Buyer the amount of the deductibles and coinsurance provisions under any insurance policies covering the Property, but not in excess of the cost to repair the casualty damage and less any amounts previously paid or incurred by Seller to repair the Property. If Seller has not insured the Property and Buyer does not elect to terminate this Contract in accordance with this section, the Purchase Price will be reduced by the cost to repair the casualty damage less any amounts previously paid or incurred by Seller to repair the Property.

F.3.       Condemnation. Seller will notify Buyer promptly after Seller receives notice that any part of the Property has been or is threatened to be condemned or otherwise taken by a governmental or quasi-governmental authority. Buyer may terminate this Contract if the condemnation would materially affect Buyer’s intended use of the Property by giving notice to Seller within fifteen days after receipt of Seller’s notice to Buyer (or before Closing if Seller’s notice is received less than fifteen days before Closing). The condemnation will be deemed to materially affect Buyer’s intended use if the condemnation would eliminate all curb cuts on Park Street. If Buyer does not terminate this Contract, (a) Buyer and Seller will each have the right to appear and defend their respective interests in the Property in the condemnation proceedings, (b) any award in condemnation will be assigned to Buyer, (c) if the taking occurs before Closing, the description of the Property will be revised to delete the portion taken, and (d) no change in the Purchase Price will be made.

F.4.       Claims; Hearings. Seller will notify Buyer promptly after Seller receives notice of any claim or administrative hearing that is threatened, filed, or initiated before Closing that involves or directly affects the Property.

F.5.       Cooperation. Seller will cooperate with Buyer, (a) before and after Closing, to transfer the applications, permits, and licenses held by Seller and used in the operation of the Property and to obtain any consents necessary for Buyer to operate the Property after Closing, and (b) before Closing, with any reasonable evaluation, inspection, audit, or study of the Property prepared by, for, or at the request of Buyer.

F.6.       No Recording. Buyer may not file this Contract or any memorandum or notice of this Contract in the real property records of any county. If, however, Buyer records this Contract or a memorandum or notice, Seller may terminate this Contract and record a notice of termination.

F.7.       Cessation of Marketing and Other Activities. During the term of this Contract, Seller (a) will not contract to sell or lease the Property or grant any easement or other rights to the Property to any other person (whether or not such contract is denominated as a “back-up” contract); (b) will cease all efforts to market the Property to any other prospective buyer or lessee thereof; and (c) will inform any such prospective buyer or lessee inquiring as to the status of the Property that it is under contract of sale.

G.       Termination

G.1.       Disposition of Earnest Money after Termination

G.1.a.       To Buyer. If Buyer terminates this Contract in accordance with Buyer’s rights to terminate, Buyer will send a request for release of the Earnest Money to Seller, with a copy to the Title Company, to be signed by Seller. If Seller fails to deliver a signed release to the Title Company within fifteen days after delivery of the request for release, Buyer may make a written demand on the Title Company for the Earnest Money, and Title Company will promptly deliver a copy of the demand to Seller. Unless Seller delivers a written objection to the Title Company, within fifteen days after the Title Company delivers Buyer’s written demand for the Earnest Money, the Title Company will, without any further authorization from Seller, deliver the Earnest Money to Buyer, less $100, which will be paid to Seller as consideration for the right granted by Seller to Buyer to terminate this Contract.

G.1.b.       To Seller. If Seller terminates this Contract in accordance with Seller’s rights to terminate, Seller will send a request for release of the Earnest Money to Buyer, with a copy to the Title Company, to be signed by Buyer. If Buyer fails to deliver a signed release to the Title Company within fifteen days after delivery of the request for release, Seller may make a written demand on the Title Company for the Earnest Money, and the Title Company will promptly deliver a copy of the demand to Buyer. Unless Buyer delivers a written objection to the Title Company, within fifteen days after the Title Company delivers Seller’s written demand for the Earnest Money, the Title Company will, without any further authorization from Buyer, deliver the Earnest Money to Seller.

G.2.       Duties after Termination. If this Contract is terminated after the expiration of the Inspection Period, Buyer will promptly return to Seller or destroy as directed by Seller all of Seller’s records in Buyer’s possession or control. After return of the records, neither party will have further duties or obligations to the other under this Contract, except for those obligations that cannot be or were not performed before termination of this Contract or that expressly survive termination of this Contract.

H.       Closing

H.1.       Closing. This transaction will close (“Closing”) at the Title Company’s offices on _______________, 202__ (the “Closing Date”).

H.2. Conditions of Closing. Neither party will be obligated to close the sale and purchase of the Property unless the other party has satisfied the following conditions, any of which may be waived by the first party in its discretion:

H.2.a.       Representations and Warranties. The representations and warranties of the other party must be true and correct at Closing.

H.2.b.       Performance of Covenants and Agreements. The other party must have performed all covenants and agreements required to be performed at or before Closing by that party.

H.2.c.       No Bankruptcy. No voluntary or involuntary proceeding in bankruptcy shall be pending with respect to that party.

H.2.d.       Roadway; Retention Pond; Subdivision. Seller shall have completed the roadway described in A.3. to the specifications required by the City of Nacogdoches and shall have received approval from the City of Nacogdoches to subdivide the Property to allow the 9.4 acre parcel to be conveyed as a separate tract, zoned R-4. If required in order to subdivide the Property, Seller shall have complete a retention pond in compliance with requirements defined by a licensed civil engineer which satisfies any and all requirements of the City of Nacogdoches.

H.3.       Closing Documents; Title Company Documents. The parties will execute and deliver the following closing documents and any documents required by the Title Company.

H.3.a.       At Closing, Seller will deliver the following items:

Special Warranty Deed with Vendor’s Lien at Buyer’s option

Road Construction Agreement, substantially as set forth in Exhibit E

IRS Nonforeign Person Affidavit

Evidence of Seller’s authority to close this transaction

Notices, statements, and certificates as specified in Exhibit D

H.3.b.       At Closing, Buyer will deliver the following items:

Balance of Purchase Price

Evidence of Buyer’s authority to close this transaction

Deceptive Trade Practices Act waiver

Acknowledgment(s) of receipt of notices, statements, and certificates as specified in Exhibit D

Loan Documents required by third-party lender

The documents listed in these paragraphs H.3.a. and H.3.b. are collectively known as the “Closing Documents.” Unless otherwise agreed by the parties before Closing, the Closing Documents for which forms exist in the current edition of the Texas Real Estate Forms Manual (State Bar of Texas) will be prepared using those forms.

H.3.c.       Payment of Purchase Price. Buyer will deliver the Purchase Price and other amounts that Buyer is obligated to pay under this Contract to the Title Company in funds acceptable to the Title Company. The Earnest Money will be applied to the Purchase Price.

H.3.d.       Disbursement of Funds; Recording; Copies. The Title Company will be instructed to disburse the Purchase Price and other funds in accordance with this Contract, record the deed and the other Closing Documents directed to be recorded, and distribute documents and copies in accordance with the parties’ written instructions.

H.3.e.       Delivery of Originals. Seller will deliver to Buyer the originals of Seller’s Records.

H.3.f.       Possession. Seller will deliver possession of the Property to Buyer, subject to the Permitted Exceptions existing at Closing and any liens and security interests created at Closing to secure financing for the Purchase Price.

H.4.       Transaction Costs

H.4.a.       Seller’s Costs. Seller will pay the basic charge for the Title Policy; one-half of the escrow fee; the costs to prepare the deed; the costs to obtain, deliver, and record releases of any liens required to be released in connection with the sale; the costs to record documents to cure Title Objections agreed or required to be cured by Seller and to resolve matters shown in Schedule C of the Title

Commitment; the costs to obtain the certificates or reports of ad valorem taxes; the costs to deliver copies of the instruments described in paragraph C.5. and Seller’s records; any other costs expressly required to be paid by Seller in this Contract; and Seller’s attorney’s fees and expenses.

H.4.b.       Buyer’s Costs. Buyer will pay one-half of the escrow fee; the costs to obtain, deliver, and record all documents other than those to be obtained or recorded at Seller’s expense; the costs to obtain financing of the Purchase Price, including the incremental premium costs of the loan title policies and endorsements and deletions required by Buyer’s lender; any other costs expressly required to be paid by Buyer in this Contract; and Buyer’s attorney’s fees and expenses.

H.4.c.       Ad Valorem Taxes. Ad valorem taxes on the Property for all years before the calendar year of Closing must be paid by Seller at or before Closing. Ad valorem taxes for the Property for the calendar year of Closing will be prorated between Buyer and Seller as of the Closing Date. If the ad valorem taxes for the current year are assessed, the Title Company will pay the current year’s ad valorem taxes at Closing. If the ad valorem taxes for the current year are not assessed, Seller’s portion of the prorated taxes will be paid to Buyer at Closing as a credit to the Purchase Price. Buyer will assume the obligation to pay, and will pay in full, such taxes for the year of Closing before delinquency. If the assessment for the calendar year of Closing is not known at the Closing Date, the proration will be based on tax rates for the previous tax year applied to the most current assessed value, and Buyer and Seller will adjust the prorations in cash within thirty days after the actual assessment and taxes are known. Seller will promptly notify Buyer of all notices of proposed or final tax valuations and assessments that Seller receives after the Effective Date and after Closing.

H.4.d.       Income and Expenses. Income and expenses, including service contracts assumed by Buyer, general and special assessments, and sewer, water and other utility costs pertaining to the Property will be prorated as of the Closing Date on an accrual basis and paid at Closing as a credit or debit adjustment to the Purchase Price. Invoices that are received after Closing for operating expenses incurred on or before the Closing Date and not adjusted at Closing will be prorated between the parties as of the Closing Date, and Seller will pay its share within ten days after receipt of Buyer’s notice of the deficiency.

H.4.e.       Postclosing Adjustments. If errors in the prorations made at Closing are identified within ninety days after Closing, Seller and Buyer will make post-closing adjustments to correct the errors within fifteen days after receipt of notice of the errors.

H.4.f.       Brokers’ Commissions. Buyer and Seller represent that there are no real estate agents or brokers involved in this transaction and each indemnify and agree to defend and hold the other party harmless from any loss, attorney’s fees, and court and other costs arising out of a claim by any person or entity claiming by, through, or under the indemnitor for a broker’s or finder’s fee or commission because of this transaction or this Contract, whether the claimant is disclosed to the indemnitee or not.

H.5.       Issuance of Title Policy. Seller will cause the Title Company to issue the Title Policy to Buyer promptly after Closing.

I.       Default and Remedies

I.1. Seller’s Default; Remedies before Closing. If Seller fails to perform its obligations under this Contract or if Seller’s representations are not true and correct as of the Closing Date (“Seller’s Default”), Buyer may elect one of the following as its sole and exclusive remedy before Closing:

I.1.a.       Termination; Liquidated Damages. Buyer may terminate this Contract by giving notice to Seller on or before the Closing Date and have the Earnest Money, less $100 as described above, returned to Buyer. Unless Seller’s Default relates to the untruth or incorrectness of Seller’s representations for reasons not reasonably within Seller’s control, if Seller’s Default occurs after Buyer has incurred costs to inspect the Property after the Effective Date and Buyer terminates this Contract in accordance with the previous sentence, Seller will also pay to Buyer as liquidated damages Buyer’s actual out-of-pocket expenses incurred to inspect the Property after the Effective Date (“Buyer’s Expenses”), not to exceed the amount of $5,000.00 (“Buyer’s Liquidated Damages”), within ten days after Seller’s receipt of Buyer’s itemization of Buyer’s Expenses accompanied by reasonable evidence thereof.

I.1.b.       Specific Performance. Unless Seller’s Default relates to the untruth or incorrectness of Seller’s representations for reasons not reasonably within Seller’s control, Buyer may enforce specific performance of Seller’s obligations under this Contract, but any such action must be initiated, if at all, within 14 days after the breach or alleged breach of this Contract. If such action is not initiated within that period and this Contract has not previously been terminated, Buyer will be deemed to have elected to terminate this Contract as of the expiration of that period. If title to the Property is awarded to Buyer, the conveyance will be subject to the matters stated in the Title Commitment.

I.1.c.       Actual Damages. If Seller conveys or encumbers any portion of the Property before Closing so that Buyer’s ability to enforce specific performance of Seller’s obligations under this Contract is precluded or impaired, Buyer will be entitled to seek recovery from Seller for the actual damages sustained by Buyer by reason of Seller’s Default, including attorney’s fees and expenses and court costs.

I.2.       Seller’s Default; Remedies after Closing. If Seller’s representations are not true and correct at Closing due to circumstances reasonably within Seller’s control and Buyer does not become aware of the untruth or incorrectness of such representations until after Closing, Buyer will have all the rights and remedies available at law or in equity. If Seller fails to perform any of its obligations under this Contract that survive Closing, Buyer will have all rights and remedies available at law or in equity unless otherwise provided by the Closing Documents.

I.3.       Buyer’s Default; Remedies before Closing. If Buyer fails to perform any of its obligations under this Contract (“Buyer’s Default”), Seller may terminate this Contract by giving notice to Buyer on or before Closing and have the Earnest Money paid to Seller.

I.4.       Buyer’s Default; Remedies after Closing. If Buyer fails to perform any of its obligations under this Contract that survive Closing, Seller will have all rights and remedies available at law or in equity unless otherwise provided by the Closing Documents.

I.5.       Liquidated Damages. The parties agree that just compensation for the harm that would be caused by a default by either party cannot be accurately estimated or would be very difficult to

accurately estimate and that Buyer’s Liquidated Damages or the Earnest Money are reasonable forecasts of just compensation to the nondefaulting party for the harm that would be caused by a default.

I.6.       Attorney’s Fees. If either party retains an attorney to enforce this Contract, the party prevailing in litigation is entitled to recover reasonable attorney’s fees and court and other costs.

J.       Miscellaneous Provisions

J.1.       Notices. Any notice required by or permitted under this Contract must be in writing. Any notice required by this Contract will be deemed to be given (whether received or not) the earlier of receipt or three business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Contract. Notice may also be given by regular mail, personal delivery, courier delivery, or e-mail and will be effective when received, provided that (a) any notice received on a Saturday, Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday, Sunday, or holiday and (b) any notice received after 5:00 p.m. local time at the place of delivery on a day that is not a Saturday, Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday, Sunday, or holiday. Any address for notice may be changed by not less than ten days’ prior written notice given as provided herein. Copies of each notice must be given by one of these methods to the attorney of the party to whom notice is given.

To Buyer: ETX PARK FUND #2, LLC, attn Brent Beal, Manager

brent@etxinvestments.com

To Seller: ETX PARK FUND #1, LP, attn Kenneth D. Deppisch, Attorney

ken@deppischlaw.com

J.2.       Entire Agreement. This Contract, its exhibits, and any Closing Documents are the entire agreement of the parties concerning the sale of the Property by Seller to Buyer. There are no representations, warranties, agreements, or promises pertaining to the Property or the sale of the Property by Seller to Buyer, and Buyer is not relying on any statements or representations of Seller or any agent of Seller, that are not in this Contract, its exhibits, and any Closing Documents.

J.3.       Amendment. This Contract may be amended only by an instrument in writing signed by the parties.

J.4.       Prohibition of Assignment. Buyer may not assign this Contract or Buyer’s rights under it without Seller’s prior written consent, which Seller has no obligation to grant and which, if granted, may be conditioned in any manner Seller deems appropriate, and any attempted assignment without Seller’s consent is void. The consent by Seller to any assignment by Buyer will not release Buyer of its obligations under this Contract, and Buyer and the assignee will be jointly and severally liable for the performance of those obligations after any such assignment.

J.5.       Survival. The provisions of this Contract that expressly survive termination or Closing and other obligations of this Contract that cannot be performed before termination of this Contract or before Closing survive termination of this Contract or Closing, and the legal doctrine of merger does not apply to these matters. If there is any conflict between the Closing Documents and this Contract, the Closing Documents control. The representations made by the parties as of Closing survive Closing.

J.6.       Choice of Law; Venue. This Contract is to be construed under the laws of the state of Texas, without regard to choice-of-law rules of any jurisdiction. Venue is in the county where the property is located.

J.7.       Waiver of Default. Default is not waived if the nondefaulting party fails to declare a default immediately or delays taking any action with respect to the default.

J.8.       No Third-Party Beneficiaries. There are no third-party beneficiaries of this Contract.

J.9.       Severability. If a provision in this Contract is unenforceable for any reason, to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceability does not affect any other provision of this Contract, and this Contract is to be construed as if the unenforceable provision is not a part of the Contract.

J.10.       Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of construction that ambiguities in a document are construed against the party who drafted it does not apply in interpreting this Contract.

J.11.       No Special Relationship. The parties’ relationship is an ordinary commercial relationship, and the parties do not intend to create the relationship of principal and agent, partners, joint venturers, or any other special relationship.

J.12.       Counterparts. If this Contract is executed in multiple counterparts, all counterparts taken together constitute this Contract. Copies of signatures to this Contract are effective as original signatures.

J.13.       Confidentiality. This Contract, this transaction, and all information learned in the course of this transaction will be kept confidential, except to the extent disclosure is required by law or court order or to enable third parties to advise or assist Buyer to inspect the Property or Seller or Buyer to close this transaction. Remedies for violations of this provision are limited to injunctions, and no damages or rescission may be sought or recovered as a result of any such violations.

J.14.       Binding Effect. This Contract binds, benefits, and may be enforced by the parties and their respective heirs, successors, and permitted assigns.

K.       Exhibits

The following are attached to and are a part of this Contract:

Exhibit A—Legal Description of Land

Exhibit B—Representations; Environmental Matters

Exhibit C—Seller’s Records

Exhibit D—Notices, Statements, and Certificates

Exhibit E —Road Construction Agreement

FORM ONLY – DO NOT SIGN

Title Company’s Acceptance of Contract

Title Company, by its execution and delivery of this Real Estate Sales Contract, acknowledges it is “the person responsible for closing” the transaction that is the subject of this Contract pursuant to section 6045(e) of the Internal Revenue Code and to prepare and file all informational returns, including, without limitation, IRS Form 1099S, and to otherwise comply with the provisions of section 6045(e) of the Internal Revenue Code, and acknowledges receipt of a fully executed counterpart of this Real Estate Sales Contract on this ____ day of _________, 20__.

NACOGDOCHES HERITAGE TITLE COMPANY:

By _________________________________

Name:

Title:

Receipt for Earnest Money Deposit

Title Company acknowledges receipt of the Earnest Money deposit of $5,000.00 required under this Real Estate Sales Contract on this ____ day of _________, 20__.

NACOGDOCHES HERITAGE TITLE COMPANY:

By _________________________________

Name:

Title:

Exhibit A

Legal Description of Land

[to be supplemented once Survey complete]

Exhibit B

Representations; Environmental Matters

A.       Seller’s Representations to Buyer

Seller represents to Buyer that the following are true and correct as of the Effective Date and will be true and correct on the Closing Date, unless Seller has given Buyer notice of any changes prior to the Closing Date that such circumstances have changed due to causes not reasonably within Seller’s control.

A.1.       Authority. Seller is a Texas limited partnership duly organized, validly existing, and in good standing under the laws of the state of Texas with authority to perform its obligations under this Contract. This Contract is binding on Seller. This Contract is, and all documents required by this Contract to be executed and delivered to Buyer at Closing will be, duly authorized, executed, and delivered by Seller.

A.2.       Litigation. Seller has not received written notice and has no actual knowledge of any litigation pending or threatened against the Property or Seller that might adversely affect the Property or Seller’s ability to perform its obligations under this Contract.

A.3.       Violation of Governmental Requirements. Seller has not received written notice and has no actual knowledge of violation of any law, ordinance, regulation, restriction, or legal requirements affecting the Property or Seller’s use of the Property.

A.4.       Licenses, Permits, and Approvals. Seller has not received written notice and has no actual knowledge that any license, permit, or approval necessary to use the Property in the manner in which it is currently being used has expired or will not be renewed on expiration or that any material condition will be imposed to use or renew the same.

A.5.       Condemnation; Zoning; Land Use; Hazardous Materials. Seller has not received written notice and has no actual knowledge of any condemnation, zoning, land use, hazardous materials, or other proceedings affecting the Property or any written inquiries or notices by any governmental authority or third party with respect to condemnation, zoning, or other land-use regulations or the presence of hazardous materials affecting the Property.

A.6.       Terrorist Organizations Lists. Seller is not, and Seller has no actual knowledge that any of its partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury or under any statute, executive order, or other governmental action.

A.7.       No Other Obligation to Sell Property or Restriction against Sale. Seller is not obligated to sell any of the Property to any person other than Buyer. Seller’s performance of this Contract will not cause a breach of any other agreement or obligation to which Seller is a party or by which Seller or the Property is bound.

A.8.       No Liens. On the Closing Date, the Property will be free and clear of all mechanic’s and materialman’s liens and other liens and encumbrances of any nature not arising by, through, or under Buyer except the Permitted Exceptions or liens to which Buyer has given its consent in writing, and no work or materials will have been furnished to the Property by Seller that might give rise to mechanic’s, materialman’s, or other liens against the Property other than work or materials to which Buyer has given its consent in writing.

A.9.       Seller’s Records. The records provided by Seller to Buyer for Buyer’s inspections will be true, correct, and complete copies of the records in Seller’s possession or control. The records that were prepared by or under Seller’s supervision and control will be true, correct, and complete in all material respects. Unless Seller notifies Buyer to the contrary at the time of delivery of records provided by Seller to Buyer that were not prepared by or under Seller’s supervision and control, Seller has no actual knowledge that such records are not true, correct, and complete in any material respect.

A.10.       No Other Representation. Except as stated above or in the notices, statements, and certificates set forth in Exhibit D, Seller makes no representation with respect to the Property.

A.11.       No Warranty. Except as set forth in this Contract and in the Closing Documents, Seller has made no warranty in connection with this transaction.

B.       “As Is, Where Is”

This Contract is an arm’s-length agreement between the parties. The Purchase Price was bargained on the basis of an “AS IS, WHERE IS” transaction and reflects the agreement of the parties that there are no representations, disclosures, or express or implied warranties, except those in this Contract and the Closing Documents.

Buyer is not relying on any representations, disclosures, or express or implied warranties other than those expressly contained in this Contract and the Closing Documents. Buyer is not relying on any information regarding the Property provided by any person, other than Buyer’s own inspection and the representations and warranties contained in this Contract and the Closing Documents.

The provisions of this section B. regarding the Property will be included in the deed with appropriate modification of terms as the context requires.

C.       Environmental Matters

After Closing, Buyer releases Seller from liability for environmental problems affecting the Property, including liability (1) under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Texas Solid Waste Disposal Act, or the Texas Water Code; or (2) arising as the result of theories of products liability and strict liability, or under new laws or changes to existing laws enacted after the Effective Date that would otherwise impose on sellers in this type of transaction new liabilities for environmental problems affecting the Property. This release applies even when the environmental problems

affecting the Property result from Seller’s own negligence or the negligence of Seller’s representative.

The provisions of this section C. regarding the Property will be included in the deed with appropriate modification of terms as the context requires.

D.       Buyer’s Representations to Seller

Buyer represents to Seller that the following are true and correct as of the Effective Date and will be true and correct on the Closing Date, unless Buyer has given Seller notice of any changes prior to the Closing Date that such circumstances have changed due to causes not reasonably within Buyer’s control.

D.1.       Authority. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of Texas with authority to perform its obligations under this Contract. This Contract is binding on Buyer. This Contract is, and all documents required by this Contract to be executed and delivered to Seller at Closing will be, duly authorized, executed, and delivered by Buyer.

D.2.       Terrorist Organizations Lists. Buyer is not, and Buyer has no actual knowledge that any of its partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury or under any statute, executive order, or other governmental action.

Exhibit C

Seller’s Records

To the extent that Seller has possession or control of the following items pertaining to and currently impacting the Property, Seller will deliver or make the items or copies of them available to Buyer by the deadline stated in paragraph D.3.:

Governmental

governmental licenses, certificates, permits, and approvals

tax statements for the current year and the last 2 years

notices of appraised value for the current year and the last 2 years

records of any tax exemption, special use, or other valuation or exemption applicable to the Property

records of regulatory proceedings or violations (for example, condemnation, environmental)

Land

soil reports

environmental reports and other information regarding the environmental condition of the Property

water rights

engineering reports

prior surveys

site plans

Licenses, Agreements, and Encumbrances

all licenses, agreements, and encumbrances (including all amendments and exhibits) affecting title to or use of the Property that have not been recorded in the real property records of the county or counties in which the Property is located

Exhibit D

Notices, Statements, and Certificates

The notices, statements, and certificates (arranged by their application to particular transactions) that are listed below are included in the sales contract and attached for delivery to Buyer, and Buyer acknowledges receipt of the notices, statements, and certificates by executing this contract:

A.

A.1.       Seller’s Disclosure of Location of Conditions under Surface of Unimproved Real Property. Seller’s disclosure of the location of pipelines under the surface of unimproved property to be used for residential purposes, described in section 5.013 of the Texas Property Code. A seller of unimproved property to be used for residential purposes shall provide the purchaser written notice disclosing the location of any transportation pipeline to the best of the seller’s belief and knowledge as of the date the notice is completed and signed by the seller. If the information required to be disclosed is not known by the seller, the seller shall indicate that fact in the notice. A seller is not required to give this notice if (a) the seller is obligated under the terms of the contract to furnish a title insurance commitment to the buyer before Closing and (b) the buyer is entitled to terminate the contract if the buyer’s objections to title as permitted by the contract are not cured by the seller before Closing.

B.       All Real Property Transaction Notices

B.1.       Notice to Purchaser Regarding Restrictive Covenants. Notice of deed restrictions, described in section 212.155 of the Texas Local Government Code.

B.2.       Notice Regarding Possible Liability for Additional Taxes. Notice of additional tax liability for vacant land that has been subject to a special tax appraisal method, described in section 5.010 of the Texas Property Code.

B.3.       Utility District Notice. Notice concerning the bonded indebtedness of, or rates to be charged by, a utility or other special district, described in section 49.452 of the Texas Water Code, with the form of notice to be used being dependent on whether the property (a) is located in whole or in part within the extraterritorial jurisdiction of one or more home-rule municipalities but is not located within the corporate boundaries of a municipality, (b) is located in whole or in part within the corporate boundaries of a municipality, or (c) is not located in whole or in part within the corporate boundaries of a municipality or the extraterritorial jurisdiction of one or more home-rule municipalities.

Exhibit E

Road Construction Agreement

This Road Construction Agreement (“Agreement”) between ETX PARK FUND #1, LP, a Texas limited partnership (“Seller”) and ETX PARK FUND #2, LLC, a Texas limited liability company (“Buyer”), will be effective as of the Closing Date of the Real Estate Sales Contract to which it is appended, above (“Contract”). Terms capitalized in this agreement will have the same meaning given such terms in the Contract, unless they are explicitly defined differently in this Agreement.

At Closing, Seller agrees to segregate and place into escrow an amount equal to $15,000 multiplied by the number of net acres of surface area of the Land disclosed by the Survey as described in paragraph C.3. of the Contract (“Road Construction Amount.”) The Road Construction Amount will be held by the Seller for 36 months following the Closing Date (the “Road Construction Period”).

Following the Closing Date, Buyer intends to build an access road from Park Street to the Property which extends to, more or less, the southern boundary of the Property built to specifications provided by the City of Nacogdoches (“Access Road”). Buyer and Seller agree that the Access Road will provide a benefit to Seller as it will provide access to Seller’s remaining land, increasing its value and usability.

Therefore, if the Access Road is substantially completed during the Road Construction Period, and the Access Road receives approval by the City of Nacogdoches that would allow the Access Road to be dedicated to the City of Nacogdoches as a city roadway, then Seller agrees to pay the Buyer the Road Construction Amount within 30 days of Buyer providing written certification of the completion of the Access Road. The Road Construction Amount will be paid in cash or certified funds only.

FORM ONLY – DO NOT SIGN

CONSENT OF INDEPENDENT AUDITOR

We consent to the use, in this Offering Circular on Form 1-A of our independent auditor’s report dated January 23, 2023, with respect to the audited balance sheet of ETX Park Fund #2, LLC as of December 31, 2022, and the related statements of operations, changes in member’s deficit, and cash flows for the period from January 18, 2022 to December 31, 2022, and the related notes to the financial statements.

Very truly yours,

Assuarance Dimensions

/s/ Assurance Dimensions

Tampa, Florida

April 11, 2023