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Operating Agreement

Invest In The Oasis at Texoma

Intellectual Property & Confidentiality Notice

CONFIDENTIAL & PROPRIETARY INFORMATION This Private Placement Memorandum (the "Memorandum") for The Oasis at Texoma Luxury Lifestyle RV Community Joint Venture, including all text, images, financial projections, maps, designs, logos, and other content, is the exclusive intellectual property of Oasis Development LLC. All rights reserved under U.S. copyright, trademark, and trade secret laws.

NO COPYING, PRINTING, OR DISTRIBUTION ALLOWED You may not print, copy, reproduce, scan, photograph, distribute, share, or transmit any part of this Memorandum in any form—digital, physical, or otherwise—without prior written consent from Oasis Development LLC. This includes emailing, posting online, or handing off to third parties. Unauthorized use will trigger immediate legal action, including pursuit of damages, injunctions, and all available remedies.

FOR ACCREDITED INVESTOR EYES ONLY This document is provided solely for your personal review as a verified accredited investor under Rule 506(c) of Regulation D. It's not for general circulation or solicitation. Return or destroy all copies if you're not proceeding.

Oasis Development LLC, Kayna Duke, Manager December 24, 2025

IMPORTANT NOTICE: THIS IS A SPECULATIVE INVESTMENT

An investment in The Oasis at Texoma Joint Venture involves a high degree of risk and is suitable only for accredited investors who can bear the economic risk of a complete loss of their investment. No market exists for these units, and liquidity is not guaranteed. Prospective investors should carefully review this entire Private Placement Memorandum, consult their own legal, tax, and financial advisors, and consider their ability to afford a total loss before investing.

Forward-Looking Statements Disclaimer The financial projections, forecasts, and forward-looking statements contained herein (including occupancy rates, pad revenues, ROI targets, and buyout values) are based on current expectations, estimates, assumptions, and market data that involve significant risks and uncertainties. Actual results may differ materially from those expressed or implied due to factors beyond our control. These statements are not guarantees of future performance and should not be relied upon as such. No assurance is given that any projections, including the targeted 12-18% annualized ROI or 215-260% total return, will be achieved. Readers are cautioned not to place undue reliance on these statements, which speak only as of December 2025. Oasis Development LLC undertakes no obligation to update them.

Development & Construction Risks: Delays in permitting, zoning approvals, or entitlements from Grayson County or TxDOT could push timelines. Cost overruns from labor shortages, material price spikes (e.g., steel for pads or utilities), or unforeseen site issues (flooding near Lake Texoma) may require additional capital calls. Phase I workforce pads might not ramp to 70% occupancy if Preston Harbor's $6B buildout slows—targeted start 2026, but construction booms bust too.
Market & Demand Risks: Reliance on 15M annual visitors from Hard Rock, Margaritaville, WinStar, and Choctaw assumes steady tourism and workforce influx. Economic downturns, recessions, or shifts in RV travel (gas prices, remote work trends) could tank occupancy below projections. Competition from new lodging in the Texas-Oklahoma entertainment corridor might erode our premium pricing ($60/night equivalent).
Operational Risks: Post-build, management challenges like high turnover in seasonal staff, maintenance on amenities (pool, trails, theater), or low net margins (55% after taxes/reserves) could hit cash flow. Background checks and 2020+ RV standards aim for premium vibes, but tenant disputes or low collections might drag NOI below the -$121k annual estimate before overrides.
Economic & Interest Rate Risks: Rising interest rates could jack debt costs if we finance beyond equity. Inflation erodes purchasing power, and regional factors like Denison's population tripling (to 78k by 2034) hinge on Preston Harbor delivering 9k jobs—delays there mean delays here.
Regulatory & Environmental Risks: Changes in local laws, environmental regs (wetlands near the lake), or health/safety codes could force redesigns or shutdowns. No guarantees on utility hookups or high-speed internet rollout.
Liquidity & Exit Risks: This is a 10-year hold with no public market—your $98k unit is illiquid. Buyout or sale at Year 10 assumes 3-7% annual property growth to $6.8M-$9.9M value, but appraisals could come low. Developer override (25% ORR) reduces your net proceeds.
Management & Conflicts Risks: Oasis Development LLC (100% owned by Kayna Duke) has limited direct RV experience, relying on oil & gas land expertise for execution. Potential conflicts if we prioritize Phase II luxury over Phase I cash flow.
Tax & Legal Risks: Tax treatment as a JV (pass-through) assumes no changes in IRS rules. Units are securities under Reg D 506(c)—resale restricted. Bad Actor disclosure: See page 5.
Bad Actor Disclosure: Stephen Kaiser, Founder and Project Director of the Company, has non-securities related felony convictions from 1999 -2002. These events occurred more than 23 years ago and does not constitute a disqualifying “Bad Actor” event under Rule 506(d)(1) of Regulation D. Mr. Kaiser holds no ownership interest in the Company and serves solely in a consulting and project oversight capacity. The Issuer (Oasis Development Group LLC) and its Manager, Kayna Duke, have no disqualifying events.

Regulation D Rule 506(c) Exemption Disclaimer

December 24, 2025

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 4(a)(2) THEREOF AND RULE 506(c) OF REGULATION D PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”).

THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO OASIS DEVELOPMENT LLC (THE “COMPANY”).

THIS PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”) IS BEING FURNISHED ON A CONFIDENTIAL BASIS SOLELY FOR THE PURPOSE OF ENABLING PROSPECTIVE INVESTORS TO CONSIDER THE PURCHASE OF FRACTIONAL UNITS (THE “UNITS”) IN THE OASIS AT TEXOMA LUXURY LIFESTYLE RV COMMUNITY JOINT VENTURE (THE “PROJECT”). THE OFFERING IS LIMITED TO ACCREDITED INVESTORS AS DEFINED IN RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT. THE COMPANY WILL TAKE REASONABLE STEPS TO VERIFY THE ACCREDITED INVESTOR STATUS OF EACH PROSPECTIVE INVESTOR PRIOR TO ACCEPTING ANY SUBSCRIPTION, WHICH MAY INCLUDE REVIEWING FINANCIAL STATEMENTS, TAX RETURNS, OR THIRD-PARTY VERIFICATION SERVICES.

PURSUANT TO RULE 506(c), THE COMPANY MAY ENGAGE IN GENERAL SOLICITATION OR ADVERTISING TO PROMOTE THE OFFERING, BUT NO PURCHASE WILL BE ACCEPTED FROM ANY PERSON WHO IS NOT A VERIFIED ACCREDITED INVESTOR. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE UNITS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

THE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. INVESTORS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE UNITS FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT. THERE IS NO PUBLIC MARKET FOR THE UNITS, AND NONE IS EXPECTED TO DEVELOP. THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT, OR ACCOUNTING ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THEIR OWN ADVISORS AS TO LEGAL, TAX, BUSINESS, FINANCIAL, AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE UNITS.

THIS MEMORANDUM CONTAINS FORWARD-LOOKING STATEMENTS AND PROJECTIONS BASED ON CURRENT EXPECTATIONS, INCLUDING ESTIMATES OF OCCUPANCY, REVENUES, AND RETURNS FOR THE PROJECT. ACTUAL RESULTS MAY DIFFER MATERIALLY DUE TO RISKS AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO MARKET CONDITIONS, CONSTRUCTION DELAYS, REGULATORY CHANGES, AND ECONOMIC FACTORS IN THE TEXOMA CORRIDOR. NO ASSURANCE IS GIVEN THAT ANY PROJECTED RESULTS WILL BE ACHIEVED.

BY ACCEPTING THIS MEMORANDUM, THE RECIPIENT AGREES TO KEEP CONFIDENTIAL THE INFORMATION CONTAINED HEREIN AND NOT TO USE SUCH INFORMATION FOR ANY PURPOSE OTHER THAN EVALUATING AN INVESTMENT IN THE UNITS.

Oasis Development LLC Kayna Duke, Manager