Red Rock Village Founding Partnership Proposal

40 Acres & a Mule Development is establishing Red Rock Village, a proposed residential and mixed-use development on approximately 40 acres in Yucca, Mohave County, Arizona. The immediate objective is to complete the acquisition and secure long-term control of the property.

To accomplish this, Red Rock Village will establish a group of six Founding Partners who collectively participate in the acquisition, ownership, governance, planning, and development of the property. The partnership is intentionally designed so that:

• No single individual owns or controls Red Rock Village.
• Each Founding Partner has an equal economic interest, assuming each fulfills the same financial obligations.
• Each Founding Partner has one vote.
• One Founding Partner serves as Founding Chair, with no additional ownership, voting rights, or unilateral authority.

The strength of Red Rock Village will come from collective ownership rather than individual control.

The initial Founding Partnership shall consist of a maximum of six individuals. Each Founding Partner will hold an intended 16.6667% equal economic interest; six equal interests collectively represent 100% of the Founding Partnership.

The final ownership percentage and legal structure shall be established through the project's operating agreement, organizational documents, and real-estate ownership documents. No Founding Partner, including the Founding Chair, shall have a greater economic interest solely because of title, position, or founding status.

One of the six Founding Partners shall serve as Founding Chair. The initial Founding Chair shall be Thomas Ford. The Founding Chair provides organizational leadership and helps coordinate:

• Partnership meetings
• Development discussions
• Property-acquisition activities
• Professional relationships
• Governmental relationships
• Developer relationships
• Financing discussions
• Infrastructure discussions
• Partnership communications
• Strategic planning
• Meeting agendas
• Implementation of approved decisions

The Founding Chair does not possess unilateral authority to:

• Sell the property
• Mortgage the property
• Transfer the property
• Remove another Founding Partner
• Issue additional ownership interests
• Dissolve the project
• Borrow money against the property
• Change ownership percentages
• Approve major contracts
• Change the development's fundamental purpose

Those matters remain subject to collective governance. The Chair holds one vote, identical to every other Founding Partner, and has no tie-breaking vote.

The approximately 40-acre Red Rock Village property should remain unified and will not initially be physically divided into six separately deeded parcels. Instead, the full property should be owned by a dedicated legal entity established or designated for Red Rock Village, with the six Founding Partners collectively owning interests in that entity.

This structure preserves the property's ability to be:

• Master planned
• Financed
• Developed
• Subdivided appropriately
• Zoned or rezoned
• Served with infrastructure
• Improved with roads
• Developed with housing
• Developed commercially
• Used for common community purposes

The partnership may later approve subdivisions, lots, districts, condominium structures, commercial parcels, residential parcels, common areas, or other property arrangements as the development progresses.

The current land obligation is approximately $643.00 per month, divided equally among six Founding Partners: $643 ÷ 6 = $107.1667.

Therefore, each Founding Partner shall contribute $107.17 per month. Six monthly contributions of $107.17 equal $643.02 per month. The nominal two-cent monthly overage shall remain in the project account and may be applied toward project expenses or reserves.

At $107.17 per month, each Founding Partner will contribute approximately $1,286.04 per year. Collectively, six Founding Partners will contribute approximately $7,716.24 per year.

These amounts relate to the current monthly land-acquisition obligation and do not represent the total cost of constructing Red Rock Village.

The $107.17 monthly contribution represents the current Founding Partner contribution associated with the land-acquisition obligation. Future development will require additional capital, which could include:

• Surveying
• Engineering
• Architectural work
• Environmental studies
• Legal services
• Zoning
• Entitlements
• Roads
• Water
• Wastewater
• Electrical infrastructure
• Telecommunications
• Grading
• Drainage
• Construction
• Financing costs
• Government fees
• Insurance
• Property taxes
• Security
• Administration

No additional mandatory Founding Partner contribution shall be imposed without approval under the partnership's voting procedures.

For organizational purposes, Red Rock Village may ultimately be divided into development districts. These districts are management and planning areas and do not automatically constitute separately owned property. Examples could include:

• District One — Residential Development
• District Two — Residential and Community Development
• District Three — Commercial and Economic Development
• District Four — Infrastructure, Energy and Utilities
• District Five — Community Services, Recreation and Public Facilities

The Founding Chair would provide overall coordination among the five districts. District responsibilities may change as the master plan develops. A Founding Partner assigned responsibility for a district does not personally own that district — the entire property remains collectively owned through the project entity.

Every Founding Partner shall receive one vote, and there shall be six voting Founding Partners. No person's vote shall carry greater weight because that individual is a founder, chair, officer, district representative, original organizer, largest outside fundraiser, or project spokesperson. Equal ownership carries equal governance rights unless all Founding Partners subsequently agree otherwise through appropriate amendments.

Major decisions include:

• Major financing arrangements
• Construction financing
• Significant development contracts
• Admission of additional equity participants
• Material changes to the master plan
• Major commercial partnerships
• Refinancing
• Significant borrowing
• Major infrastructure contracts
• Changes to ownership structure
• Long-term leases involving substantial portions of the property
• Major changes in project direction

Protected foundational decisions require the approval of all six Founding Partners, unless the final attorney-reviewed agreement establishes another exceptionally high threshold:

• Sale of the entire 40-acre property
• Voluntary dissolution of the project entity
• Voluntary abandonment of the development
• Transfer of substantially all project assets
• Elimination of the equal-ownership structure
• Conversion of the project into the personal property of one Founding Partner

This provision is intended to prevent one individual or a small faction from taking control of the underlying property.

No Founding Partner shall individually:

• Mortgage project property
• Pledge project property
• Place a lien against project property
• Sell project property
• Promise project property as collateral
• Transfer project property
• Sign a contract purporting to bind the entire partnership

unless properly authorized under the partnership agreement.

A Founding Partner may not simply sell his or her Founding Partnership interest to an outside party. Before an ownership interest may be transferred, the remaining Founding Partners and/or project entity shall have a right of first refusal under procedures established in the operating agreement. A prospective replacement Founding Partner must complete the Founding Partner Questionnaire, pass the vetting process, review all governing documents, agree to all continuing financial obligations, receive required approval, and execute the appropriate legal agreements.

The death or incapacity of a Founding Partner shall not automatically dissolve Red Rock Village. The operating agreement should establish procedures governing estate interests, beneficiary rights, buyout rights, transfer restrictions, successor interests, life-insurance arrangements if adopted, and continuity of governance. The primary objective shall be preserving the development while protecting both the deceased Founding Partner's economic interest and the stability of the overall project.

Every Founding Partner accepts responsibility for making the required monthly contribution. A single late payment should not automatically eliminate someone's ownership interest. The final agreement should establish written notice, a reasonable cure period, procedures for temporary financial hardship, repayment requirements, procedures for persistent default, and buyout procedures when necessary. No Founding Partner shall be expelled or stripped of ownership arbitrarily.

All Founding Partner contributions shall be deposited into an account dedicated to the project or its ownership entity and shall not be treated as the personal funds of any Founding Partner. Financial records shall document contributions received, land payments, taxes, fees, professional services, project expenditures, outstanding obligations, and project reserves. Founding Partners shall receive reasonable access to financial reports.

Red Rock Village is intended to become considerably larger than the initial land-acquisition partnership. Potential development includes:

• Apartments
• Studios
• One-bedroom homes
• Two-bedroom homes
• Three-bedroom homes
• Townhomes
• Single-family homes
• Retail
• Restaurants
• Offices
• Healthcare
• Recreation
• Community facilities
• Business development
• Technology infrastructure
• Communications systems
• Utilities
• Public and community services

Future development will depend upon governmental approvals, zoning, engineering, financing, market conditions, infrastructure availability, and other considerations.

Participation as a Founding Partner involves risk. Nothing contained in this proposal guarantees property appreciation, development approval, construction financing, development completion, profit, distributions, rental income, commercial income, or any specific return. Every prospective Founding Partner should independently evaluate the project and may consult their own lawyer, accountant, financial adviser, or other professional.

A Founding Partner is expected to bring more than $107.17 per month:

• Commitment
• Integrity
• Ideas
• Relationships
• Leadership
• Problem-solving
• Professionalism
• Patience
• Vision

No individual shall automatically become a Founding Partner merely because the individual is willing to contribute money. Every prospective Founding Partner must complete the Founding Partner Questionnaire, participate in an interview with existing project leadership, provide requested references, disclose relevant conflicts of interest, demonstrate an understanding of the project's risks, demonstrate the ability and willingness to meet the monthly financial commitment, agree to the project's governance requirements, agree to appropriate confidentiality obligations, receive the required partnership approval, and execute the final Founding Partner Agreement.

The Founding Partner Participation and Governance Agreement documents the Founding Partners' mutual intention to collectively acquire, hold, protect, plan, finance, and develop the approximately 40-acre Red Rock Village property in Yucca, Mohave County, Arizona. It confirms six Founding Partners with equal economic interests, the $107.17 monthly contribution, the one-sixth (16.6667%) equal-ownership principle, Thomas Ford as initial Founding Chair with a single vote and no unilateral authority, voting thresholds of four for routine matters and five for major matters, property protection against individual encumbrance, transfer restrictions with rights of first refusal, financial transparency and segregation of project funds, a duty of good faith, conflict-of-interest disclosure, no guaranteed return, and a commitment to further attorney-reviewed documentation.

Signatures of all six Founding Partners and a notary acknowledgment are executed on the final printed agreement provided to approved applicants.