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Operating Agreement - Lofty Holding 621 E Le Claire Road LLC.pdf

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OPERATING AGREEMENT FOR Lofty Holding 621 E Le Claire Road DAO LLC A DECENTRALIZED AUTONOMOUS ORGANIZATION ARTICLE I DAO Formation 1. FORMATION. The Members have formed Lofty Holding 621 E Le Claire Road 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 621 E Le Claire Road DAO LLC
A DECENTRALIZED AUTONOMOUS ORGANIZATION

ARTICLE I
DAO Formation
1.

FORMATION. The Members have formed Lofty Holding 621 E Le Claire Road 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). 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 17-29108 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.

DAO Operating Agreement

Page 1 of 10

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. If any member owns more
than 15% of the total supply of membership interests through Lofty's partial tokenization
program, any vote of the members shall be calculated based on membership interests held by
each Member at the time of the vote subject to the an algorithmic scaling process described in
the following document at
<https://loftyai.notion.site/Governance-Mechanism-For-Partial-PropertySales-e74b184f52124e219c320bb61b2b89b8?pvs=4>. Any vote under this Section may occur,
provided a quorum of the membership 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/asset/672810002/token. All legal documents and other relevant
information for the DAO will be publicly hosted at https://asset.lofty.ai/LFTY0125 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