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Operating Agreement and Sale Authorization Resolution - Lofty Holding 10724 Gooding Avenue DAO LLC (signed).pdf

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OPERATING AGREEMENT FOR Lofty Holding 10724 Gooding Avenue DAO LLC A DECENTRALIZED AUTONOMOUS ORGANIZATION ARTICLE I DAO Formation 1. FORMATION. The Members have formed Lofty Holding 10724 Gooding Avenue DAO LLC, a Decentralized Autonomous Organization Limited Liability Company ("DAO") subject to the Wyoming Limited Liability Company Act (“the Act”) and the Wyoming Decentralized Autonomous Organization Supplement (the “Supplement”). This Operating Agreement (“Agreement”) is entered into and effe

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OPERATING AGREEMENT FOR
Lofty Holding 10724 Gooding Avenue DAO LLC
A DECENTRALIZED AUTONOMOUS ORGANIZATION
ARTICLE I DAO Formation
1. FORMATION. The Members have formed Lofty Holding 10724 Gooding Avenue DAO LLC, a Decentralized
Autonomous Organization Limited Liability Company ("DAO") subject to the Wyoming Limited Liability Company Act
(“the Act”) and the Wyoming Decentralized Autonomous Organization Supplement (the “Supplement”). This Operating
Agreement (“Agreement”) is entered into and effective upon adoption by the Member(s) as of November 11, 2022. This
Agreement is intended to provide for the regulation and management of the affairs of the DAO. Except for the provisions
of the Act and the Supplement that specifically may not be modified by the agreement of the Members, to the extent of any
contradiction between the provisions of this Agreement and the Act (or Supplement) or the variation of the general terms
of the Act (or Supplement) by this Agreement, the provisions of this Agreement shall govern and control, and each Member
hereby consents to such contradiction or variation. The Articles of Organization contain a statement that reflects the
Members election to form a limited liability decentralized autonomous organization.
2. DAO NAME. The Members may change the name of the DAO or operate under different names, provided a majority of
the Members agree and the name complies with Section 17-29- 108 of the Act and Section 17-31-104 of the
Supplement.
3. REGISTERED OFFICE & AGENT. The name and location of the registered agent will be as stated in the DAO’s
formation documents and complies with Title 17, Chapter 28 and Section 17-29-113 of the Act.
4. TERM. The DAO will continue perpetually unless: a. Members unanimously vote for dissolution; b. An event occurs
which causes the DAO’s business to become unlawful; c. Any other event causes the DAO’s dissolution under either
the Act or the Supplement.
5. CONTINUATION OF DAO. In the event of an occurrence described in Section 1.04(c), if there is at least one remaining
Member, the remaining Member has the right to continue the business of
the DAO, unless that right to continue has been terminated. The remaining Member’s successor, assignee, or transferee
may continue the business of the DAO, provided the successor, assignee, or transferee consents to the continuation in
writing and submits any necessary filings to the office of the Secretary of State.
6. BUSINESS PURPOSE. The DAO may conduct any and all lawful business appropriate in carrying out the DAO’s
objectives, as permitted under Section 17-29-104 of the Act and Section 17-31-105 of the Supplement.
7. PRINCIPAL PLACE OF BUSINESS. The DAO’s principal place of business will be as stated in the DAO’s formation
documents or as selected by the Members.
8. THE MEMBERS. Members are the owners of the DAO. Members are not entitled to compensation for services furnished
to the DAO in the Member’s capacity as a Member. Each Member’s membership interest is calculated by dividing the
member’s contribution of digital assets to the DAO by the total amount of digital assets contributed to the DAO at the
time of the vote. An unauthorized transfer of a Member’s interest could create a substantial hardship for the DAO.
Consequently, the Members agree to the restrictions and procedures affecting the ownership and transfer of the
Members’ interests as identified in the Act, the Supplement, and this Agreement. The Members acknowledge these
restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based
relationships, the DAO’s capital, and the DAO’s financial ability to continue its operations.
9. ADMISSION OF ADDITIONAL MEMBERS. Pursuant to Section 17-29-401 of the Act and this Agreement, Members
may only be admitted to the DAO through the transfer of a Member’s current interest under Article VII. Prior to being
admitted as a Member, the prospective Member(s) may be required to establish and maintain certain digital
infrastructure. Any attempt to admit a new Member must adhere to the underlying smart contract and blockchain
ecosystem of the DAO.
10. VOTING. The Members agree that any vote of the Members shall be calculated based on membership interests held by
each Member at the time of the vote. Any vote under this Section may occur, provided a quorum of the membership

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interests is present for the vote. Pursuant to Subsection 17-31-111(a)(iii) of the Supplement, a quorum exists when a
super majority of all membership interests entitled to vote is present. A super majority shall be defined from here forth
as greater or equal to 60% of outstanding voting interests.
11. UNDERLYING SMART CONTRACT. The Members acknowledge and agree that, pursuant to Section 17-31-106 of
the Supplement, the underlying smart contract governs the operations of the DAO is
https://allo.info/application/920012036. All legal documents and other relevant information for the DAO will be
publicly hosted at https://asset.lofty.ai/LFTY0131. In the event of any conflict between the Articles and the underlying
smart contract, the smart contract will govern. In the event of any conflict between the Articles and this Agreement,
the Articles will govern. In the event of any conflict between this Agreement and the underlying smart contract, the
smart contract will govern. Any time the underlying smart contract is updated or changed, the Members shall cause the
Articles and this Agreement to be amended accordingly.
12. ACTIONS BY WRITTEN CONSENT. Any action required or permitted to be taken at any
meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing,
setting forth the action so taken, is signed by Members having at least the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all Members were present and voting. A facsimile, email, or a legible
and verifiable electronic reproduction of a writing signed by a Member will be regarded as signed by the Member.

ARTICLE II Capital Contributions
1. INITIAL CONTRIBUTIONS. The Members will contribute the DAO’s initial capital in exchange for each Member
receiving governance rights for the DAO in the form of tokens. One token is equivalent to one vote on any governance
matter. Members are entitled one token for every $50 USD equivalent of funding, at the time of their contribution,
contributed at this initial phase. Members are entitled to the income and profits generated from the operation of the
DAO. Income and profits shall be distributed automatically proportional to the percentage of a member’s governance
rights. No Member can contribute funds that would grant them more than 15% of the total outstanding tokens.
2. ADDITIONAL CONTRIBUTIONS. No Member is obligated to make any additional contribution to the DAO's capital
beyond their initial contribution. The DAO may elect to make a voluntary capital call from Members if a super majority
of the membership interests agree. Any vote for a capital call must be memorialized, including the types and amounts
of capital called. Contributions related to an authorized capital call shall be contributed based upon each Member's
preference. New tokens will be minted by the DAO’s treasury to accommodate the additional optional contributions
that Members make. Given additional capital contributions, Members can own more than 15% of the total outstanding
tokens post the creation of the new tokens.
3. FAILURE TO CONTRIBUTE. Any contribution must be satisfied by the Member within sixty (60) days from the date
of the call for capital. Pursuant to Section 17-29-403 of the Act, if a Member fails to make its required contributions to
the DAO, then the other Members may seek enforcement of the obligation to contribute capital. Any remedy under the
Act may be pursued, including prohibiting the individual from becoming a Member until they have satisfied their
contribution obligations.
4. WITHDRAWAL OF CAPITAL. No Member may withdraw all or any part of its capital contribution except as permitted
by the underlying smart contract or Article VIII (regarding dissolution of the DAO).
5. NO PARTITION. Each Member, on behalf of itself and its successors and assigns, expressly waives any right to have
the DAO assets partitioned.
6. RETURN OF CAPITAL CONTRIBUTIONS. The Members agree that if the DAO does not have adequate assets to
return the capital contributions, then the Members will not have any recourse against the DAO or the other Members.
As one exception to the previous statement, recourse does exist if a Member owes an outstanding debt to the DAO.
Pursuant to Section 17-25-107 of the Supplement, Members are only entitled to demand and
receive cash in return for their capital contributions, regardless of the form or nature of the Member’s actual contribution(s)
of capital.

ARTICLE III Profits, Losses, and Distribution
1. PROFITS/LOSSES. For accounting and tax purposes, the DAO's net profits or net losses will be determined annually.

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