The sum of all contributions made monetarily or services rendered before the investment deadline, will be the total investment amount for the second investment cycle. The investors profit share percentage will be calculated from the total accumulative contributions of the Investment Group, which will be determined at the investment deadline February 29th 2019.  
This Agreement of Investment Group shall be binding upon the respective heirs, executors, administrators, and personal representatives of the Investors.
The Investors have caused this Agreement of Tony’s Tejas Salsa Profit Share Group to be executed on the dates indicated below, effective as of the date indicated above.

The undersigned hereby joins the Tony’s Tejas Profit Share Group in accordance with the laws of the State of Alabama.

The name of the INVESTMENT GROUP shall be Tony’s Tejas Salsa Profit Share Group.

The PROFIT SHARE INVESTMENT GROUP shall begin on June 26, 2014, and shall continue until Tony’s Tejas Salsa is no longer produced of the same year and there after unless earlier terminated as hereinafter provided.

The purpose of Tony’s Tejas Salsa Profit Share Group is to fund the growth of Tony’s Tejas Salsa.  The dividends paid to the investors are to create a residual income for the members of the investment Group, while employing fundamental principles and techniques of sound investment practices.

Periodic Investors meetings shall be held regularly as determined by the Owner.

There shall be maintained an investment account in the name of each investor. Any increase in the investment dollars of the investor through monetary installments or services rendered are documented and an investment receipt will be emailed to the investor. The total investment dollars from the previous investment cycle is the beginning balance of the next investment cycle.

The investors will make their initial investment upon signing the agreement. Investors may continue to make accumulative contributions until the investment deadline for the second investment cycle on December 31st 2018.   Investment installments can be made as often as investors choose and in any amount the investor chooses until the deadline of the second investment cycle, not exceeding the accumulative limit of investment $250,000.

The current value of the second investment cycle investor’s investment dollars is variable until the investment deadline. The total investment dollars of the investors from the previous investment cycle accumulate with each investment instalment, until the investment deadline following cycle. The Investment group’s percentages are calculated after the investment deadline and investors will receive their percentage of profit share. Investment percentage is the amount of the total investment dollars each investor has contributed within an investment cycle.  After profit share percentage is calculated investors start receiving profit dividends. Profit dividends are calculated quarterly based on net operating profits.

Except if physically unable to, all decisions shall be made by the owner, until the establishment of the Tony’s Tejas Salsa board of directors. After the establishment of the board of directors all decisions regarding restructuring of the Profit Share Group and company operations will be made by the board of directors.

Net operating profits of Tony’s Tejas Salsa Profit Share Group shall inure to, and be borne by, the Investment Group, in proportion to the value of each of their capital accounts.

The Book of Account shall be a complete set of accounts, consisting of profit totals, established profit share percentage, and individual Investment Group accounts. It shall use the double-entry accounting system. Books of Account of the transactions of the Investment Group shall be kept and at all times be available and open to inspection and examination by any Investor.

Each calendar year, a full and complete account of the condition of the Investment Group shall be made to the Investors. The Annual Accounting for the preceding year shall take place at the Annual Meeting.  All financial transactions shall be reviewed semi-annually by an Investment Group Audit Committee.

The Investment Group dividends will be paid by check or direct deposit.

No Investor shall be compensated monetarily for services rendered to the Investment Group, except for reimbursement of expenses agreed upon by the owner before any funds are spent.

None of the Investors of this Investment Group shall be a broker. However, the owner will select a broker and enter into such agreements with the broker as required for the purchase or sale of profit share percentage, as follows:  
• Any corporation or transfer agent called upon to transfer any profit shares to or from the name of the Investment Group shall be entitled to rely on instructions or assignments signed by any Investor without inquiry as to the authority of the person(s) signing such instructions or assignments, and without inquiry as to the validity of any transfer to or from the name of the Investment Group.
• At the time of a transfer of Profit Shares, the corporation or transfer agent is entitled to assume (1) that the Investment Group is still in existence and (2) that this Agreement is in full force and effect and has not been amended unless the corporation or transfer agent has received written notice to the contrary.

Additional Investors after the second investment cycle deadline will not receive a profit share percentage or dividends until the third investment cycle ends, at a time still to be determined. At that point terms of the profit share structure will be reengineered in accordance to the owner or board of directors.

An Investor may, after giving written notice to the other Owner, transfer interest in the Investment Group to a revocable living trust, of which the Investor is the grantor and sole trustee.

Any Investor may withdraw the value of the Investor’s capital account in the Investment Group, and the Investment Group shall continue as a taxable entity. The Investor withdrawing the value of such capital account shall give notice of such intention in writing to the Owner. Written notice shall be deemed to be received as of the first meeting of the Investment Group at which it is presented. If written notice is received between meetings, it will be treated as received at the first following meeting. The investor’s profit share percentage has no monetary value. It is equity in the Tony’s Tejas Salsa brand and can be sold at any amount determined by the investor to whomever they choose. The transfer of profit share percentage from an investor to a third party must be submitted to the owner in a detailed document. The new member of the profit share group must sign an investment agreement and establish a capital account.  

In the event of the death or incapacity of an Investor (or the death or incapacity of the grantor and sole trustee of a revocable living trust), receipt of notice shall be treated as a notice of full withdrawal.

No Investor shall:
• Have the right or authority to bind or obligate the Investors Group to any extent whatsoever with regard to any matter outside the scope of the Investment Group purpose.
• Except as provided in this agreement, without the consent of the owner, assign, transfer, pledge, mortgage, or sell all or part of his or her interest in the Investment Group to any other Investor or other person whomsoever, or enter into any agreement as the result of which any person or persons not an Investor shall become interested in the Investment Group.
• Use the Investment Group name, credit, or property for other than Investment Group’s purposes.
• Do any act detrimental to the interests of the Investment Group or any act that would make it impossible to carry on the business or affairs of the Investment Group.

55% to the company.
10% to the legacy TTS Profit Share Group (closed 7/4/2015).
35% to the current TTS Profit Share Group (closing 2/28/2019).