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Capital Markets · Deal Memorandum
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legal@emanay.io · emanay.io
Document Reference
ECA-DM-PARKPRO-001
Date
August 16, 2026
Prepared By
Alex Camus, Managing Director, Emanay Advisors
Status
Living Document — Sprint In Progress
Confidential

This memorandum documents the complete Emanay ParkPro Ventures engagement to date — from first contact with Joe Accardi and Mark Accardi in May 2025 through the active acquisition sprint underway now. It draws directly on the signed engagement documents, the executed JV Operating Agreement, and the underlying email record between Christian Torres, Joe Accardi, Antonio (Tony) Reis, Dave Rosati, Mark Accardi, and Alex Camus. Dollar figures and dates below are sourced from those primary documents; anything modeled or projected is labeled as such.

01 · Origination
How The Relationship Started (May – Oct 2025)
May 2025
First contact — Mark Accardi pitches a ParkPro-style private LP/fund structure

On May 19, 2025, Mark Accardi (dealteamadvisors.ca) sent Dave Rosati and Alex Camus an early framework for a "ParkPro private LP/fund" — at this stage focused on the Canadian roll-up Mark was already running. Dave's reply flagged the Canada-only framing directly: "Just an FYI I think he's thinking purely Canada for all this. It would be nice to entice him over to the US where there's real money to be made." This is the origin of the US expansion thesis that became the actual engagement.

Oct 2025
Deal-sourcing strategy formalized; Emanay Capital brought in for financing

Through October, the relationship moved from casual to structured. On Oct 14, 2025, Dave Rosati confirmed to Joe Accardi and Mark Accardi that Emanay's US side was ready to engage beyond the ordinary-course legal work Dave could already do as counsel. A US RV park deal sourcing strategy document was circulated Oct 16–17, and Dave looped in Tomer Garzberg the same day, describing the opportunity as: "a group out of Canada looking to expand their footprint in the US... buy campgrounds and RV parks."

On Oct 22, 2025, Alex introduced Ivan Gritsiniak (Emanay Capital) to Joe Accardi to handle acquisition financing. The same week, a shared "ParkPro Roll-Up | Executive Summary" Google Doc began circulating for comment between Mark Accardi and the Emanay team — the first joint investor-facing document.

Nov 2025
Buy-box defined; weekly cadence established

On Nov 5, 2025, Alex sent Joe and Mark the formal "Buy-Box – RV Park Roll Up," looping in Jeremy and Mark Kling as additional origination associates. Joe's reply the same week set the scale of ambition: "Mark is doing $10MM a month in Canada since April with his Parkpro deal finding and closing plan with eager invested sellers." A weekly "USA ParkPro Acquisitions Meeting" (Mondays 3:30–4:00pm ET) began Nov 1, 2025 and has run continuously since.

Relationship start
May 2025
Mark Accardi → Dave Rosati / Alex Camus
Formal buy-box issued
Nov 5, 2025
Alex Camus to Joe & Mark Accardi
Standing cadence began
Nov 1, 2025
Weekly Monday acquisitions call
02 · Formal Engagement
The Signed Roll-Up Advisory Proposal (Nov 2025 – Jul 2026)
Nov 27–28, 2025
Kickoff meeting and decision to formalize

Following a group call, Mark Accardi wrote: "I heard it went well yesterday! Nice job gents! Alex can you put a list together for next steps?" Alex's reply set the formal path: "Next steps, we just need formalize, signed proposal + engagement letter." Dave Rosati confirmed the same day: "Getting cash for closings shouldn't be a problem" — and on Nov 28, Alex sent the first "Accardi RV Proposal" draft to Dave for the engagement letter.

Nov 18–20, 2025
Fee terms negotiated before signing

Two changes were made to the proposal during drafting, both confirmed by email: the $15,000 strategic advisory fee was removed, and the property management fee was set at a mandatory 5% (Dave's Nov 20 email flagged the prior draft had this at a different level before it was finalized). The final terms are captured in Section 09 below and in the standalone Proposal document.

Signed document
"RV Park Roll-Up Advisory Proposal" — executed by Joe Accardi, Managing Member

The proposal that was ultimately signed is the document titled "Modernizing Transaction Advisory — Roll-Up Advisory Proposal," issued on Emanay letterhead and sent to Christian Torres on Jul 27, 2026 for the client-facing template, mirroring the terms already agreed with Joe and Mark. It is signed by Joe Accardi, Managing Member, on behalf of ParkPro & Ambitious International (the "Client"). Full scope, phasing, and fee schedule are broken out in the standalone Proposal document linked from the portal; the governing terms are summarized in Section 09 here for reference.

Why there are two proposal dates. The underlying commercial terms were agreed and the engagement began operating in late November 2025 (weekly committee calls, buy-box, deal sourcing). The formal proposal document was finalized and countersigned mid-2026 as the parties moved from informal deal-flow collaboration into a structured, fee-bearing advisory mandate with Christian Torres named as Strategic Operations Advisor. Both are accurate; they describe two stages of the same relationship.
03 · Team & Governance
Committee Structure & Team Buildout (Dec 2025)

Starting Dec 4, 2025, the weekly cadence became a formal "ParkPro USA – Committee Meeting Re: Acquisition" (Thursdays 3:00–3:30pm ET), organized by Joe Accardi with Christian Torres, Alex Camus, and the wider origination team attending. A Dec 4 Fathom call recap records the acquisition criteria being tightened: "Focus exclusively on stabilized parks with a 7%+ cap rate and 80+ sites."

NameRoleOrganization
Joe AccardiManaging Member, ParkPro / Ambitious InternationalParkPro Capital Partners US, LLC
Mark AccardiCanadian roll-up lead; deal sourcing & capital stack designDeal Team Advisors
Antonio (Tony) ReisOperating Partner — ParkPro; signatory on the JVParkPro Capital Partners US, LLC
Christian TorresStrategic Operations Advisor / Director of Property Management; Managing Member, Emanay RV VenturesEmanay RV Ventures LLC
Dave RosatiLegal & ClosingsEmanay Law Group
Alex CamusOrigination, Capital & Deal CoordinationEmanay Advisors
Ivan GritsiniakAcquisition FinancingEmanay Capital
Jeremy / Mark KlingOrigination AssociatesEmanay
04 · Entity Formation
Emanay ParkPro Ventures LLC & the Signed JV Operating Agreement (Apr – May 2026)

Emanay ParkPro Ventures LLC was formed as a Wyoming limited liability company by filing of articles of organization on April 28, 2026. The governing Operating Agreement was executed via PandaDoc (Document Ref: 5UCXE-UXVQ5-GCSKX-IRBSQ) on or about May 22, 2026, signed by Alexandre Camus (Manager, both Emanay entities) and Antonio Reis (Manager, ParkPro Capital Partners US LLC).

MemberMembership Interest
Emanay RV Ventures LLC (Managing Member)50%
ParkPro Capital Partners US, LLC50%
Total100%
Capital contributions. Per Schedule "B" of the Operating Agreement, neither Member was required to contribute cash upon formation. Each Member instead contributed non-cash intellectual property and systems — proprietary Park Asset acquisition and capitalization strategy and methodology — accepted by the Company and each Member as having equivalent value.

The JV Operating Agreement's Schedule "B" fee schedule mirrors the Roll-Up Advisory Proposal's transactional fees (Acquisition Fee 2%, Equity Placement Fee 3% + 1.5% annual, Seller Finder's Fee 3%, Debt Placement Fee 1.5%, Property Management Fee 8%/5%) — see Section 09 for the consolidated schedule.

05 · Advisory Vertical
Launch of the Buy-Side Advisory Practice & Investor Materials (Jul 2026)
Jul 15, 2026
Christian Torres proposes a new revenue line

Christian sent Alex and Dave a "Business Plan, Client Page, and Timeline (v1 for review)," describing "a buy-side acquisition advisory service, where we run the full deal process for outside clients who bring their own capital." Dave's reply on Jul 27 flagged meaningful overlap with materials Alex had already built months earlier for ParkPro and Waller; the team aligned on keeping Christian fully looped in given he had been present in the original Waller/ParkPro pitch sessions.

Jul 20–21, 2026
Five-document investor suite finalized

Christian circulated a finalized 5-document investor suite (Business Plan v2.7, pitch deck, and three segmented one-pagers) on Jul 20, followed by a live screen-share walkthrough with Antonio Reis on Jul 21 to dial in remaining details.

Jul 24–25, 2026
"New Vertical: Park Advisory" formally proposed and blessed; first client signs

Christian's Jul 24 email to Dave and Alex asked for legal and structural sign-off on the new advisory vertical: "I have built a new revenue arm and I want to launch it through Emanay: a buy side advisory practice for RV park, campground, and MHC buyers." The Kent & Dean Lang E2 Advisory Program agreement was signed via PandaDoc at 03:58 EDT on Jul 25, 2026 — the first executed client agreement under this new vertical, with payment pending at time of signature.

Jul 27–28, 2026
Trademark registered; signed proposal issued to Christian's track

The EMANAY trademark was officially registered with the USPTO on Jul 28, 2026 (Serial No. 99563879). The same week, Alex sent Christian the "RV Park Roll-Up Advisory Proposl" template referenced in Section 02 for use on this parallel client-facing track.

06 · Current Sprint
Active Acquisition Sprint (Aug 2026 – Present)

The engagement is currently in an active push toward closings. Christian's Jul 23, 2026 "Executive Summary — Active Deliverables" set the working list for Mark, Joe, and Tony: complete deal analysis on Casual Country, Flint Creek, and Happy Acres, with consistent proformas across all three.

DateDevelopment
Aug 3–5ParkPro executive summary and one-pager rebuilt/corrected for the investor suite; internal audit of Christian's 5-document suite completed
Aug 5Joe Accardi: "Guys let's connect today and breakthrough items so Christian and us can work to closings." Target set: 3 deals agreed by Aug 15 (Flint Creek, Casual Country, Happy Acres)
Aug 5–10"Marketing Assets – Deals" thread: Tony (parkprocapitalpartners.com) chasing final 5-document marketing set; Dave confirms all three target deals still with sellers, brokers being worked
Aug 8$1,000 Zelle payment sent to Christian Torres, memo "Parkpro Engagement Sprint"
Aug 13–14Casual Country Business Plan Schedule A live: Toledo-market rent comps ($2,200–$3,600/site) reviewed; model rerun at a conservative $2,600 blended rate per Christian's direction ("took the bottom third of your band... so capital sees the number is durable, not optimistic"); Dave chasing an updated PSA from the seller side
Open items as of this writing. All three target deals (Flint Creek, Casual Country, Happy Acres) remain with sellers pending broker follow-up; the updated PSA for Casual Country was still outstanding as of Aug 14. The Aug 15 close target has not yet been confirmed as met at time of writing — this memorandum will be updated as closings finalize.
07 · Pipeline
Current Target Deals
TargetMarketStatus
Casual CountryToledo, OH metroBusiness plan Schedule A live; comps confirmed $2,200–$3,600/site, modeled at $2,600 blended; updated PSA pending from seller
Flint CreekMidwest/Northeast footprintWith sellers; broker follow-up ongoing
Happy AcresMidwest/Northeast footprintWith sellers; broker follow-up ongoing

Earlier-stage sourcing (Nov 2025 – early 2026) covered target geographies across Michigan, Ontario/Sarnia, Connecticut, New York State, and Pennsylvania, consistent with the original buy-box (7%+ cap rate, 80+ sites, near-urban/RV-heavy corridors).

08 · Related Financing
Deposit Financing Track — Fulecap

In parallel with direct acquisitions, the team pursued a deposit-financing relationship with Mickey Baratz (FULEcap Inc.) to structure funding for deal deposits ahead of PSA execution. A $3,000 good-faith retainer was wired to Fulecap on Jul 22, 2026, authorized by Christian: "This is the good faith retainer to begin structuring the deposit financing deal with him, and it gets us moving." Dave Rosati flagged on Jul 23 that he had not seen legal documentation for a JV with Fulecap and understood the arrangement to be a deposit loan program rather than an equity JV — this was clarified internally as the latter (loan program only, no JV). As of late July, Mickey had expressed frustration over pacing; the team's internal assessment was that losing this relationship would require restarting deposit-financing sourcing from scratch.

09 · Governance & Economics
Consolidated Fee & Equity Reference

The figures below are drawn directly from the signed Roll-Up Advisory Proposal and the JV Operating Agreement's Schedule "B," and are the authoritative reference for the Expense Memorandum. Full narrative scope is in the standalone Proposal document.

ItemTerms
Engagement Sprint Fee (Phase I)$75,000 — 50% due at signing, 50% due upon first successful close
Signing deposit$35,000, credited toward Phase I Sprint
Post-Sprint Advisory (Phase II & III)Earned as equity
Acquisition Fee2% of gross purchase price, payable at closing
Seller Finder's Fee3% of gross purchase price (off-market, no listing agent)
Equity Placement Fee3% of equity raised + 1.5% annual AUM fee on capital raised/outstanding
Debt Placement Fee1.5% of gross loan amount (acquisition or refinancing)
Property Management Fee8% of gross revenue (Emanay-managed) or 5% (third-party managed)
Asset Management Fee1.5%, for expansions/rezoning/value-add, net of third-party costs
Development Fee1.5%, applied as development costs are incurred
Divestiture Fee3%, applied to sales/recaps/partial divestitures
General Accounting$450–$1,150/month per park; cleanup $350–$750/month; CFO/Controller add-on $6,900/month
Attorney fees (non-ordinary-course)$500/hour
Equity split — Roll-Up platform50% Emanay (incl. Christian) / 50% Joe & Mark
Equity split — Emanay ParkPro Ventures LLC (JV)50% Emanay RV Ventures LLC / 50% ParkPro Capital Partners US, LLC

Appendix 1
Full Chronological Log
DateEvent
May 19, 2025Mark Accardi pitches initial "ParkPro private LP/fund" framework to Dave Rosati / Alex Camus
Oct 14–17, 2025US expansion confirmed; deal-sourcing strategy document circulated; Tomer Garzberg looped in
Oct 22, 2025Ivan Gritsiniak (Emanay Capital) introduced for acquisition financing; ParkPro Roll-Up Executive Summary doc shared
Nov 1, 2025Weekly "USA ParkPro Acquisitions Meeting" cadence begins
Nov 5, 2025Formal Buy-Box (RV Park Roll-Up) issued to Joe & Mark Accardi
Nov 18–20, 2025Fee terms negotiated: $15,000 strategic advisory fee removed; property management fee set at mandatory 5%
Nov 27–28, 2025Kickoff meeting; agreement to formalize via signed proposal + engagement letter
Dec 4, 2025Weekly cadence formalized as "ParkPro USA – Committee Meeting"; buy-box tightened to 7%+ cap, 80+ sites
Dec 2025Active sourcing across Michigan, Ontario/Sarnia, Connecticut
Apr 28, 2026Emanay ParkPro Ventures LLC articles of organization filed (Wyoming)
~May 22, 2026JV Operating Agreement executed via PandaDoc (Ref 5UCXE-UXVQ5-GCSKX-IRBSQ)
Jul 15, 2026Christian Torres proposes buy-side acquisition advisory vertical (Business Plan v1)
Jul 20–21, 20265-document investor suite finalized; live walkthrough with Antonio Reis
Jul 22, 2026$3,000 retainer wired to Mickey Baratz / Fulecap for deposit financing
Jul 24, 2026"New Vertical: Park Advisory" formally proposed to Dave/Alex for sign-off
Jul 25, 2026Kent & Dean Lang E2 Advisory Program signed via PandaDoc (03:58 EDT)
Jul 27, 2026Signed Roll-Up Advisory Proposal template sent to Christian Torres
Jul 28, 2026EMANAY trademark registered with USPTO (Serial No. 99563879)
Aug 3–5, 2026ParkPro executive summary/one-pager corrected and rebuilt; target set for 3 closings by Aug 15
Aug 5–10, 2026Marketing Assets thread; three deals confirmed still with sellers
Aug 8, 2026$1,000 Zelle payment to Christian Torres, "Parkpro Engagement Sprint"
Aug 13–14, 2026Casual Country Schedule A live at $2,600/site blended rate; updated PSA pending

This log reflects the email and document record available as of the preparation date below. Additional Google Meet notes, Fathom recaps, and internal correspondence exist beyond what is summarized here; ask Alex Camus for the underlying source thread on any item.

Questions on any of this?

This memorandum is a living document — it will be updated as the Casual Country, Flint Creek, and Happy Acres closings progress, and as the deposit-financing track with Fulecap resolves. For underlying source documents (signed Proposal, JV Operating Agreement, or any referenced email thread), contact Alex Camus directly.