← 7542 and 7656 S Colfax Ave, Chicago, IL 60649 · All properties

Joint Organizational Resolution - Colfax, EARLDAO & Beagle - 7542 and 7656 S Colfax Ave, Chicago, IL 60649.docx

This page is a searchable text preview. Use the Dropbox link for the full original file.

Open full file in Dropbox

What This File Appears To Be

Joint Organizational Resolution of the Members of Lofty Holding 7542 & 7656 S Colfax Avenue DAO LLC, Ecosystems Asset Recovery Lending DAO LLC, and Beagle LFTY0454 DAO LLC Executive Summary This Resolution outlines a strategic plan to rescue the property at 22160 & 22164 Umland Circle from imminent foreclosure auction scheduled July 15, 2026 . Upon ratification of this resolution and transfer of funds to EARLDAO , EARLDAO shall be directed to purchase the Subject Asset described below via Assign

Text Preview

Joint Organizational Resolution of the Members of Lofty Holding 7542 & 7656 S Colfax Avenue DAO LLC, Ecosystems Asset Recovery Lending DAO LLC, and Beagle LFTY0454 DAO LLC Executive Summary This Resolution outlines a strategic plan to rescue the property at 22160 & 22164 Umland Circle from imminent foreclosure auction scheduled July 15, 2026 . Upon ratification of this resolution and transfer of funds to EARLDAO , EARLDAO shall be directed to purchase the Subject Asset described below via Assignment of Deed of Trust and issue the equivalent EARLDAO shares, and the escrowed Beagle DAO shares shall be transferred or assigned t o Colfax DAO as the bonus equity match . EARLDAO shall thereby control the 2nd position lien on the Subject Property until eventual sale, where it will be paid off upon closing in accordance with the NFS Loan . Because Beagle LFTY0454 DAO LLC (“Beagle DAO”) is the distressed property owner and has a direct conflict of interest in this rescue transaction, Beagle DAO shall not vote on approval of this Resolution; however, upon approval by the required voting interests of Colfax DAO and EARLDAO , Beagle DAO’s DAO Officer and/or authorized representative shall be directed to take the ministerial actions necessary to list and sell the property. Parties: Lofty Holding 7542 & 7656 S Colfax Avenue DAO LLC (“Colfax DAO” or “Buyer”) Ecosystems Asset Recovery Lending DAO LLC (“EARLDAO” or “Purchaser/Assignee”) Beagle LFTY0454 DAO LLC (“Subject Property Owner”) Collectively, “the Parties” Subject Property: 22160 & 22164 Umland Circle, Jenner, CA 95450 Subject Collateral: the Subject Property plus 9,431 Beagle DAO shares Subject Loan Documents: Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (“Deed of Trust”) executed 10/18/2022 by Kraig Clark, Trustor, securing the NFS Leasing Master Equipment Finance Agreement No. 2022-0295 and his Personal Guaranty and Security Agreement (the “NFS Loan”), and secured by the Subject Property via Document # 2022067428 in the Official Records of Sonoma County Purchased Asset: Assignment of the Deed of Trust / second-position lien Loan Structure & Capital Breakdown The initial required purchase allocation is $120,000, represented by 2,400 EARLDAO shares. Tokenization Breakdown: The initial $120,000 contribution shall be divided into 2,400 newly-minted EARLDAO shares valued at $50 each . Per-Share Payout Structure: Each $50 share carries a 12% annualized yield, accruing from the approval date until payoff, refinance, sale, or other repayment event. Prepayment Terms: There is no prepayment penalty . The debt can be paid off or refinanced at any time without fees, allowing a seamless transition during the planned Q3 2026 sale target. Colfax DAO Shareholder Returns & Distribution Timeline: EARLDAO yield distributions shall accrue to Colfax DAO as the holder of the EARLDAO shares beginning the date of approval. Onward daily yield distribution to Colfax DAO shareholders shall begin on or around July 15, 2026. Share Purchase Bonus: Beagle DAO Equity Match To provide an immediate upside incentive for incoming capital, this proposal introduces a direct equity match utilizing escrowed Beagle DAO shares in the following order: The 1:1 Equity Match Provision For each of the required 2,400 EARLDAO shares, Colfax DAO will receive 1 share of Kraig Clark's escrowed equity in Beagle DAO for a total of 2,400 Beagle DAO shares matched on a 1:1 basis . Any additional voluntary EARLDAO share purchases may be used to pay down Kraig’s outstanding personal debts to ECO Systems LLC. The buyer will be granted the same 1:1 basis equity match offer until the pool of 9,431 shares is completely exhausted. Investor Upside: This matched equity grants buyers additional direct ownership interest in the Subject Property collateral in addition to their share of EARLDAO , creating a major opportunity to realize significantly increased returns upon a future property and/or plot sale(s). Risk Mitigation & Capital Distribution Hierarchy Lien Position Default Structure In the event that the Guarantor, Kraig Clark, continues to default on the NFS Loan beyond September 30, 2026 , Ecosystems Asset Recovery Lending DAO LLC reserves the right to resume foreclosure proceedings against the Subject Collateral. The open liens on the Collateral would be as follows: First Lien: Mortgage Bank of California Second Lien: Ecosystems Asset Recovery Lending DAO LLC , Assignee of the Deed of Trust Default Trigger & Foreclosure Remedy Clause A material event of default shall be triggered automatically if Beagle DAO and/or Kraig Clark does not complete a payoff of the second lien by September 30, 2026 , unless extended in writing by EARLDAO . Upon entering default, EARLDAO strictly retains its second lien position behind Mortgage Bank of California. Furthermore, EARLDAO shall have the right to pursue all remedies available to a second-position lienholder under the Deed of Trust and applicable law, including foreclosure against the Subject Property subject to the first lien and any superior encumbrances. Beagle DAO ’s execution of this Resolution, if required, shall evidence authorization of ministerial sale and listing actions only and shall not constitute a voting approval by Beagle DAO on the conflicted transaction. Voting Options Please cast your vote regarding the approval of this Joint Organizational Resolution: Option A: FOR – Approve the proposal as written, generating a 12% annualized yield on idle cash for Colfax DAO, plus bonus Beagle DAO equity upside, with any onward distributions handled by Colfax DAO. Option B: AGAINST – Reject the proposal. No EARLDAO shares or Beagle DAO equity match will be issued under this Resolution, and the existing foreclosure risk will remain unresolved by this transaction. [ SIGNATURES ON FOLLOWING PAGE ] IN WITNESS WHEREOF, the Parties have duly affixed their signatures on the Agreement Date as upon execution date. DAO Officer ______________________________________ _________________ Lofty AI Inc. AS DAO Officer of Date Lofty Holding 7542 & 7656 S Colfax Avenue DAO LLC Ecosystems Asset Recovery Lending DAO LLC Beagle LFTY0454 DAO LLC By: Jerry Chu AS CEO DAO Authorized Representative ______________________________________ _________________ By: Earl Vanze Co Date Lofty Holding 7542 & 7656 S Colfax Avenue DAO LLC Ecosystems Asset Recovery Lending DAO LLC Beagle LFTY0454 DAO LLC DAO Members In accordance with the DAO Operating Agreement, this Agreement shall be deemed executed upon the affirmative digital signatures representing no fewer than sixty percent (60%) of the active voting interests of Colfax DAO and EARLDAO , constituting a supermajority. Such vote shall be conducted in accordance with the quorum requirements set forth in the DAO Operating Agreement, and the results shall be recorded and published via the smart contract located at https://allo.info/application/{APP_ID}