Modernizing Transaction Advisory

Roll-Up — Advisory Proposal

Emanay · 1221 Brickell Ave · Ste 900 · Miami, FL 33131

Scope of Work — Page 2

Executive Summary

Further to ongoing discussions between Joe & Mark Accardi dba ParkPro & Ambitious International (the "Client") and Emanay, this proposal outlines a comprehensive advisory, operational, financial, legal, and acquisition execution mandate required to design, launch, and scale a multi-park RV / MH Park Roll-Up Platform (the "Program").

The mandate establishes institutional-grade infrastructure across strategy, corporate structure, accounting, financial modeling, legal readiness, operational systems, and transaction execution. The Program is designed to support disciplined acquisition velocity, KPI-driven operational oversight, and long-term scalability across multiple geographies and asset types.

Scope of Work — Page 3

Program Overview

Emanay proposes a comprehensive advisory, operational, financial, legal, and acquisition execution mandate to design, launch, and scale a multi-park RV / MH roll-up platform ("the Program"). The engagement is organized across three major phases:

Phase I — Engagement Sprint (Foundational Buildout)
Phase II — Operations, Maintenance + Technology Infrastructure
Phase III — Park Acquisition And Roll-Up Execution

This framework establishes institutional standards, operational discipline, and full lifecycle transaction execution capability.

The Engagement Sprint Fee includes all:

Strategic planning and roll-up architecture
Corporate structuring and governance design
Full 6-week financial sprint (GAAP, cleanup of ~12 parks, KPI system, modeling, target integration)
Operational integration and acquisition readiness
Legal structuring foundational documents
Project management and coordination
Portfolio-level PM oversight and KPI development

Phase I — Sprint (60–75 Days)

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Engagement Sprint

The Engagement Sprint creates the full platform architecture required to evaluate, acquire, integrate, and manage RV / MH parks at institutional scale.

i. Strategic Mapping & Corporate Structure Implementation

6-Week Financial Sprint (Included in Engagement Fee)

Roll-up strategy and capital deployment roadmap
Entity structure
Governance and decision-making protocols
Capital stack architecture
Operating rhythm and organizational design

ii. Financial Modeling & Accounting Infrastructure

Scope includes:

Systems setup and financial architecture
Historical accounting cleanup for all current parks
GAAP-compliant financial statement preparedness
Unified KPI framework and portfolio performance metrics
Forward-looking operational and financial model
Integration of up to five (5) initial target parks
Bookkeeping setup and stabilization
Coordination between accounting, PM, and underwriting functions

The outcome is an institutional-grade, bankable financial backbone.

General accounting (per park)
Additional historical cleanup
Future target integration

* Any target or park outside the Sprint scope will be evaluated and priced within 72 hours.

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iii. Legal Infrastructure (Foundational Setup)

Emanay prepares the Program for immediate acquisition execution following the Sprint.

Attorney Fees — Law Group Initial structural work included within Engagement Fee. Additional acquisition and financing legal work is billed separately at $500/hr pursuant to Emanay's standard carve-outs.

iv. Operational Integration & Acquisition Readiness

JV and operating agreements
Entity-level documentation
Acquisition-related structural documents
Transaction readiness documentation

Scope includes:

Underwriting standards
Diligence process flows
Integration protocols
PM → Accounting → Underwriting workflow design
Reporting cadence and operational checkpoints
Platform readiness for Phase III execution

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v. Strategic Operations Advisor — Christian Torres

Christian serves as Strategic Operations Advisor and Director of Property Management, providing operational leadership throughout the Sprint and ongoing portfolio oversight post-Sprint.

A. Sprint Advisory Overview — This covers:

Daily operational involvement
KPI and PM system design
Coordination across 12 parks during accounting cleanup
Integration of initial target parks
Operational readiness buildout
Oversight of PM → Accounting → Underwriting alignment
Calls and meetings required to operationalize the platform

B. Post-Sprint Advisory Overview — Role & Scope:

Portfolio-wide operational oversight
Weekly calls (then monthly once stabilized)
KPI creation, tracking, and review
PM accountability
Coordination with accounting & underwriting
Post-acquisition integration oversight

Advisory Fees Sprint Advisory Fee — Phase I: $75,000 (50% due at signing; 50% due upon first successful close.)

Post-Sprint Advisory — Phase II & III: earned as equity

Phase II — Operations & Maintenance + Tech

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Operations & Maintenance + Tech, AI, CRM

Phase II covers all ongoing operational, financial, and legal support required to maintain and scale the Program following the Engagement Sprint.

i. Strategic Mapping & Corporate Structure Maintenance

Ongoing upkeep and refinement of the structural and strategic foundation established during the Engagement Sprint, including:

Continued alignment with roll-up strategy and capital deployment roadmap
Ongoing updates to entity structure and SPV hierarchy
Governance, decision-making protocols, and approvals
Maintenance of operating rhythm, reporting cadence, and organizational design
Corporate filings, minute book updates, and institutional compliance

ii. Financial Modeling & Accounting Infrastructure — Ongoing

Scope includes:

Monthly bookkeeping & reporting (per park)
KPI updates & portfolio performance monitoring
Updated forward-looking model
Integration of newly acquired parks
Coordination across Accounting, PM & Underwriting
Investor / lender reporting support

Maintenance and continuous improvement of the accounting and financial systems created in Phase I.

Accounting Fees — Ongoing General Accounting (per park): $450 – $1,150 / month
Cleanup (if needed): $350 – $750 / month (pricing dependent on # of transactions)
CFO / Controller — Add-on: $6,900 / month

* Any target or park outside the Sprint scope will be evaluated and priced within 72 hours.

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iii. Legal Infrastructure & Corporate Maintenance

Ongoing legal support required to maintain operational readiness, compliance, and portfolio governance.

Core scope includes:

Drafting and reviewing ordinary-course commercial agreements
Corporate governance and entity maintenance
Annual filings and minute book upkeep
Operational documents, vendor agreements, contractor agreements

Additional Deal-Related Legal Work:

Acquisition LOIs, purchase agreements, and closing documents
Debt financing or refinancing documentation
Equity raise documentation and investor onboarding
Amendments to governing agreements
Partial divestitures, sales, or liquidity events
Any non-ordinary-course legal transactions

Attorney Fees — Ongoing All additional deal-related legal expenses are billed at $500/hr. Additional acquisition and financing legal work is billed separately at $500/hr pursuant to Emanay's standard carve-outs.

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iv. Operational Oversight & Portfolio Management

Ongoing operational leadership and monitoring of the portfolio. Includes:

Weekly operational calls during stabilization; monthly thereafter
KPI tracking, variance review, and performance oversight
Coordination across PM → Accounting → Underwriting
Operational discipline and playbook enforcement
Integration oversight for new acquisitions
Strategic Operations Advisor (Christian Torres) — role spans PM oversight, KPI management, operational leadership, and portfolio steering

v. Technology & Systems Enhancement — (recommended)

Technology can be layered in after the foundational systems are stabilized. Scope may include:

CRM implementation and workflow automation
AI-driven underwriting engine
Automated deal-scoring logic
Portfolio dashboards, KPI reporting systems
Buy-box & inbound lead funnel optimization

Work Fees CRM & AI Implementation — pricing at Phase II commencement
Work Fee — $5,000, triggered on transaction start, credited toward fees
Professional services exceeding scope billed at $500/hr

* All data structures required for technology integration are fully defined during Phase I.

Phase III — Roll-Up

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Park Acquisition and Roll-Up Execution

Emanay leads all acquisition execution from sourcing to closing.

Target Evaluation — Financial underwriting; KPI and operational review; Portfolio fit assessment
Negotiation & LOI Execution — Direct outreach; Term negotiation; LOI drafting and revisions
Due Diligence — Financial, operational, legal diligence; Coordination of advisors; Diligence reporting
Capital Stack Execution — Capital stack design and structuring; Lender alignment and requirement preparation; Lender-ready financials, models, and materials; Investor/lender packaging and positioning; Return, leverage, and scenario modeling; Coordination with Client-selected lenders and investors
Closing & Post-Closing Integration — Drafting/negotiation of definitive agreements; Coordination of schedules and deliverables; Integration oversight after closing

Carve-Outs — These items fall outside percentage-based fees and are billed separately: LOIs, purchase agreements & closing documents; Title, surveys & diligence schedules; Debt/equity financing documentation; Investor onboarding & SPV issuances; Amendments, divestitures & other non-ordinary-course matters.

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Fee Overview

These fees apply to all acquisitions, refinancing, and exits executed under the Roll-Up Engagement on a deal-by-deal basis. Client may participate in select fees pursuant to Emanay standard attribution rules.

#	Fee	Rate	Detail
1	Equity Placement Fee	3%	3% on equity injections; plus 1.5% annual AUM Fee (investor reporting, capital management) — e.g. Christian's Network
2	Acquisition Fee	2%	Payable at closing; split among sourcing and negotiating parties, independent of realtor commissions
3	Seller Finder's Fee	3%	Applicable to off-market deals with no listing agent; negotiated into seller side; split among sourcing parties
4	Debt Placement Fee	1.5%	Applied on acquisition financing; applied to refinancings during hold period
5	Divestiture Fee	3%	Applied to sales, recaps, partial divestitures; realtor commissions deducted before calculation
6	Property Management Fee	8% / 5%	8% of Gross Revenue inclusive of onsite PM and operational oversight; 5% of Gross Revenue if Client uses internal or third-party PM
6	Asset Management Fee	1.5%	For expansions, rezoning, value-add initiatives; net of third-party costs
7	Development Fee	1.5%	Applied as costs are incurred for major development projects; net of external project-management costs
8	Equity Participation	50/50	Equity structured to maintain a clean, institutional cap table — 50% Emanay (includes Christian), 50% Joe & Mark

Phase I — Sprint Fees Engagement Sprint Fee — $75,000 (50% due at signing; 50% due upon first successful close.)

Phase II & III — Operations, Management, Acquisition & Roll-Up Fees General Accounting — $500–$1,100 (monthly) per park*
Transactional Fees — see fee table above
Emanay Work Fee — $5,000 (transactional professional services exceeding scope billed at $500/hr)

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Next Steps

By signing below, the Client agrees to engage Emanay Advisors and its affiliated professional service entities to provide the services described in this Proposal (the "Engagement").

A deposit in the amount $35,000 is due upon signing of the formal Engagement Letter and shall be credited towards the initial Sprint Phase I.

Joe Accardi
Managing Member

Disclaimer: This proposal does not constitute financial or legal advice. Acceptance of this proposal does not, by itself, establish an attorney-client relationship. A formal attorney-client relationship will only be established upon execution of a signed engagement letter and fulfillment of any applicable requirements.

"At Emanay, we're committed to delivering bespoke advisory solutions with precision and integrity. We look forward to supporting you every step of the way."

— Emanay