Stratus Kingwood Place, L.P. Limited Partnership Interest
On August 3, 2018, Stratus Kingwood Place, L.P., a Texas limited partnership and a subsidiary of the Company (the Kingwood, L.P.),
completed financing transactions to purchase a 54-acre tract of land located in Kingwood, Texas for the development of Kingwood Place,
an H-E-B grocery-anchored mixed-use development project. Among the financing transactions, Kingwood, L.P. issued,
in a private placement exempt from registration under federal and state securities laws, Class B limited partnership interests to a limited number of investors (the Kingwood Class B limited partners), for $10.7 million,
resulting in the Kingwood Class B limited partners initially owning an aggregate 70% of the equity capital interest in Kingwood, L.P. Among the participants in the offering, LCHM Holdings and JBM Trust each purchased Kingwood Class B
limited partnership interests each initially representing an 8.8% equity capital interest in Kingwood, L.P. for a cash payment of $1.0 million each, on the same terms as other Kingwood Class B limited partners. Mr. Porter, the
designated director of LCHM Holdings, has advised the Company that he has not received any personal benefit from LCHM Holdings or JBM Trusts participation in this transaction or the limited partnership.
The Saint Mary, L.P. Limited Partnership Interest
On June 19, 2018, The Saint Mary, L.P., a Texas limited partnership and a subsidiary of the Company, completed financing transactions to develop The
Saint Mary, a 240-unit luxury, garden-style rental project in the Circle C community in Austin, Texas. Among the financing transactions, The Saint Mary, L.P. issued, in a private placement exempt
from registration under federal and state securities laws, Class B limited partnership interests to a limited number of investors (the Saint Mary Class B limited partners), for $8.0 million, resulting in the Saint Mary
Class B limited partners owning an aggregate 49.1% of the equity capital interest in The Saint Mary, L.P. Among the participants in the offering, LCHM Holdings and JBM Trust each purchased Saint Mary Class B limited partnership interests
each initially representing a 6.1% equity capital interest in The Saint Mary, L.P. for a cash payment of $1.0 million each, on the same terms as other Saint Mary Class B limited partners. The Saint Mary, L.P. sold The Saint Mary property
in January 2021. In connection with the sale, The Saint Mary, L.P. distributed $1.8 million each to JBM Trust and LCHM Holdings. Mr. Porter, the designated director of LCHM Holdings, has advised the Company that he has not received any
personal benefit from LCHM Holdings or JBM Trusts participation in this transaction or the limited partnership.
James C. Leslie
Stock Repurchase and Consulting Agreements
On November 1, 2022, in connection with the retirement of James C. Leslie from the Board of
the Company, the Company and Mr. Leslie entered into a stock repurchase agreement pursuant to which the Company repurchased 24,029 shares of its Common Stock from Mr. Leslie for an aggregate purchase price of $732,884.50 under the
Companys share repurchase program. On November 4, 2022, the Company and Mr. Leslie entered into a two-year consulting agreement, pursuant to which the Company engaged Mr. Leslie to consult
with and advise the Company on matters related to its strategy and operations for an aggregate fee of $200,000, paid on November 4, 2022.
Whitefish Partners Consulting Agreement and Employment of Former Consultant
The Company previously entered into a consulting agreement with Whitefish Partners, LLC (f/k/a Austin Retail Partners, LLC) (Whitefish), an
independent contractor, for the provision of general consulting services related to the entitlement and development of properties. Effective September 1, 2018 and through the first quarter of 2022, Mr. Armstrongs son, William H.
Armstrong IV (Buck Armstrong), was a consultant of Whitefish and provided consulting services to the Company as an agent of Whitefish. The Companys consulting agreement with Whitefish provided that the Company would reimburse
Whitefish for all out-of-pocket fees and expenses paid by Whitefish in connection with Buck Armstrongs consulting arrangement with Whitefish, including his annual
salary of $100,000, any discretionary bonuses, healthcare insurance premiums, vehicle mileage and real estate licensing expenses. In addition, the Company has granted him awards under the Companys Profit Plan in two approved development
projects, both of which remain outstanding. The Company reimbursed
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