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Purchase & Sale Agreement - 7542 & 7656 S Colfax Ave, Chicago, IL 60649 - 7542 and 7656 S Colfax Ave, Chicago, IL 60649.docx

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AGREEMENT FOR THE TRANSFER OF THE OWNERSHIP OF THE PROPERTY LOCATED AT 7656 S. COLFAX AVENUE , CHICAGO, ILLINOIS 60649, FROM LOFTY HOLDING 7542 S. COLFAX AVENUE LLC, TO NEW HEIGHTS DEVELOPMENT LLC . THIS AGREEMENT FOR THE TRANSFER OWNERSHIP OF THE PROPERTY LOCATED AT 7656 S . COLFAX AVENUE , CHICAGO, ILLINOIS 60649, FROM LOFTY HOLDING 7542 & 7 656 S . COLFAX AVENUE LLC, TO NEW HEIGHTS DEVELOPMENT LLC, (“Agreement”) is made and entered into th e date of execution of this Agreement (the “Effective

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AGREEMENT FOR THE TRANSFER OF THE OWNERSHIP OF THE PROPERTY LOCATED AT 7656 S. COLFAX AVENUE , CHICAGO, ILLINOIS 60649, FROM LOFTY HOLDING 7542 S. COLFAX AVENUE LLC, TO NEW HEIGHTS DEVELOPMENT LLC . THIS AGREEMENT FOR THE TRANSFER OWNERSHIP OF THE PROPERTY LOCATED AT 7656 S . COLFAX AVENUE , CHICAGO, ILLINOIS 60649, FROM LOFTY HOLDING 7542 & 7 656 S . COLFAX AVENUE LLC, TO NEW HEIGHTS DEVELOPMENT LLC, (“Agreement”) is made and entered into th e date of execution of this Agreement (the “Effective Date”), by and among JERRY CHU AND MAX BALL for , LOFTY HOLDING 7542 & 7656 S . COLFAX AVENUE LLC, a Delaware Limited Liability Corporation (“ LOFTY ”) , the predecessor company for LOFTY HOLDING 7542 & 7656 S . COLFAX AVENUE DAO LLC, A DECENTRALIZED AUTONOMOUS ORGANIZATION LIMITED LIABILITY COMPANY subject to the Wyoming Limited Liability Company Act, and the Wyoming Decentralized Autonomous Organization Supplement ( “DAO”) and JULIAN EDWARDS for NEW HEIGHTS DEVELOPMENT LLC, an Illinois Limited Liability Corporation ( “NEW HEIGHTS”) . PREAMBLE WHEREAS , LOFTY is the sole owner of the subject property located at 7656 S. Colfax, Chicago, Illinois 60649, as the predecessor company for DAO, and was conveyed ownership through a Warranty Deed, dated, December 21, 2021 ; and WHEREAS , LOFTY, desire s to ultimately transfer the subject property to NEW HEIGHTS by first transferring the property to its successor Company DAO, and NEW HEIGHTS as TENANTS IN COMMON . NEW HEIGHTS would then obtain financing to rehab the S ubject P roperty and subsequently refinance or sell the subject property, and shall pay D AO using the one of the scenario s as follows : If the Appraised Value A fter Rehab is $400,000 or greater, then NEW HEIGHTS shall pay DAO, $ 165,000 plus 50% of the net remaining equity (NEW HEIGHTS shall retain the other 50% of the net remaining equity), after subtracting the rehab loan amount of ($160,000) , the set B roker F ee of $8,200 , and the C losing C osts , from the Appraised Value After Rehab ; or If the Appraised Value A fter Rehab is less than $325,000 , which is the total of t he rehab loan amount of $160,000 plus $165,000, which is DAO’s expected payment amount, then NEW HEIGHTS shall pay off the rehab loan of $160,000, and then pay DAO the remaining equity after deducting the rehab loan amount from the Appraised Value After Rehab , and then DAO and NEW HEIGHTS , shall pay the Broker Fee of $8,200, and the Closing Costs, at a rate of 50%/50% ; or If the Appraised Value After Rehab is between $399,000 and $326,000, which is less than $400,000 but greater than $325,000, amounts which still covers the rehab loan amount of $160,000, and the $165,000, which is DAO’s expected payment amount, but may or may not cover all the Closing Costs and the Broker Fee of $8,200, then NEW HEIGHTS shall pay off the rehab loan of $160,000, and then pay DAO its $165,000, and then the remaining equity after deducting the rehab loan amount and DAO's $165,000 will be used to pay as much of the Closing Cost and the Broker Fee of $8,200 as possible. If there is equity remaining after the rehab loan amount, the $165,000, the Closing Costs, and the Broker Fee of $8,200 are all paid, then that will be split 50%/50% between DAO and NEW HEIGHTS, if there is no equity remaining equity, then DAO and NEW HEIGHTS, shall pay the Closing Costs and Broker Fee of $8,200, at a rate of 50%/50%. N OW THEREFORE , in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by the parties to this Agreement as follows: ARTICLE I Transfer of Property Preambles . The preambles to this Agreement are hereby incorporated into this Agreement and made an integral part of this Agreement by this reference. Subject Property . The Subject Property is located at 7656 S . Colfax Avenue , Chicago, Illinois 60649, including all personal property. Agreement to Transfer . Subject to the terms and conditions of this Agreement, LOFTY agrees to sign a Quit Claim Deed transferring the Subject Property to LOFTY HOLDING 7542 & 7656 S . COLFAX AVENUE DAO LLC, A DECENTRALIZED AUTONOMOUS ORGANIZATION LIMITED LIABILITY CORPORATION (“DAO”) subject to the Wyoming Limited Liability Company Act, and the Wyoming Decentralized Autonomous Organization Supplement, and NEW HEIGHTS DEVELOPMENT LLC, an Illinois Limited Liability Corporation, as TENANTS IN COMMON , on behalf of the Corporation, successors, representatives and assigns, for and in consideration of the sum of ONE DOLLAR AND NO/100 th DOLLARS, and other valuable consideration, in hand paid, under the terms of Article I. Closing Date . The execution of the Agreement to transfer the S ubject P roperty shall be consummated and closed on August , 2025 (the “Closing Date”) . 915035 240665 0 0 Terms to Transfer the Subject Property : Upon the execution of this Agreement, LOFTY shall execute a Quit Claim Deed transferring the Subject Property to DAO and NEW HEIGHTS. The Quit Claim Deed in 1.5 (a) shall be immediately recorded by the Attorney for the transaction , after payment of the current water bill in full and for the Full Payment Water Certification by LOFTY/DAO . LOFTY/DAO shall pay for the recording of the Quit Claim Deed. Julian Edwards of NEW HEIGHTS shall obtain financing , which could be personal financing, to rehab the Subject Property on behalf of DAO and NEW HEIGHTS by August 31, 2025 September 30 , 2025 . NEW HEIGHTS shall commence the rehab bing of the Subject P roperty by October 1 , September 5 , 2025 . Upon the execution of this Agreement, DAO and NEW HEIGHTS shall execute a Quit Claim Deed, which shall not be recorded, until NEW HEIGHTS has fulfilled its responsibilities in 1.5 (c) thru (j). Once NEW HEIGHTS has rehabbed the Subject Property, it shall refinance the Subject Property for the newly appraised value at the highest possible loan to value. NEW HEIGHTS shall pay DAO an amount equal to $165,000, or, if the excess refinanced equity, or net sales proceeds, the amount of the refinanced loan or sales price, over the rehab loan amount plus all closing costs is less than $165,000, then NEW HEIGHTS shall pay LOFTY/DAO, 100% of the excess refinanced equity, or net sales proceeds. Once NEW HEIGHTS has paid DAO , in accordance with 1.5 (g) , then DAO shall transfer its 50% ownership interest to NEW HEIGHTS , by the Attorney for this transaction , recording the Quit Claim Deed executed in item 1.5 ( e ), in the Cook County Clerk’s Office after the payment of the current water bill in full, and for the Full Payment Water Certification by NEW HEIGHTS . NEW HEIGHTS shall pay for the recording of the Quit Claim Deed. If NEW HEIGHTS has not obtained financing , commenced rehabbing , and completed the rehabbing of the Subject Property by Janaury January 31, unless the extension in item 1.4 (j) are agreed upon , then the Quit Claim Deed executed in item 1.5 ( j ) below, shall be recorded at the Cook County Clerk’s Office , after payment of the current water bill in full and for the Full Payment Water Certification by DAO AND NEW HEIGHTS , 50%/50% . DAO and NEW HEIGHTS shall pay for the recording of the Q uit Claim Deed 50%/50%. Upon the execution of this Agreement, NEW HEIGHTS and DAO shall execute a Quit Claim Deed transferring the Subject Property to DAO, which shall only be recorded if Julian Edwards fails to obtain financing and commence rehabbing the Subject Property in accordance with 1.5 ( c ) and (d). NEW HEIGHTS shall be granted an automatic three (3) months, first extension, to obtain financing and commence rehabbing the Subject Property. All other dates for performance will be extended based upon the agreed upon extension period. NEW HEIGHTS and DAO must agree to all future extensions. DAO shall not unreasonably withhold approval of any extensions as long as the extension is based upon credible evidence that NEW HEIGHTS has made reasonable efforts to perform . DA 1.6. The Attorney for this transaction shall be Attorney Dorothy A. Brown Cook of the Brown Cook Law & Consulting Group LLC, HYPERLINK "mailto:BrownCookLawGroup@Gmail.Com" BrownCookLawGroup@Gmail.Com , 312-780-9414. 1.7. The Real Estate Agent of the transaction shall be Jessica Coleman, 312-866-6969. The Real Estate Agent shall be paid $8,200 at closing at a rate of 50%/50% by LOFT T Y /DAO and NEW HEIGHTS. 1.8 LOFTY and D AO Obligations . LOFTY and DAO shall cause their respective members, officer s , board member s and/or agent s to take such actions as are necessary to consummate the Transfer of the Subject Property to NEW HEIGHTS contemplated by this Agreement. 1. 9 9 LOFTY, DAO and NEW HEIGHTS Obligation . Each Party agrees to execute and deliver all additional documents that may reasonably be requested by the other Party in order to effectuate the purposes of this Agreement and a consummation of the transactions contemplated hereby; provided however that the foregoing will not be construed or D eemed to expand the obligations of any Party hereunder or remove any limitations on the obligations of any Party hereunder. The parties specifically acknowledge that at a minimum the following documents shall be delivered and executed at closing: Corporate resolutions from LOFTY, DAO, and NEW HEIGHTS, approving transfer and acceptance of transfer of the Subject Property, as well as authority to execute documents , as appropriate. Articles of Organization. Certificate of Good Standing. Operating Agreement. Existing Insurance , as of the Date of Closing, Declaration Page for interest in the Subject Property held by LOFTY . 1. 10 10 Due Diligence . NEW HEIGHTS shall have until Closing to conduct a due diligence review to verify LOFTY and DAO as legitimate compan ies and legal owner s of the Subject Property and any other area for due diligence. LOFTY DAO shall have until Closing to conduct a due diligence to verify that NEW HEIGHTS is a legitimate company , that it or Julian Edwards has the credit worthiness to refinance the Subject Property, what the potential refinance value could possibly be, and any other area of due diligence. NEW HEIGHTS and LOFTY’S satisfaction with the due diligence is a condition precedence of the execution of this Agreement. 1.1 1 1 Insurance . LOFTY/DAO agree to add NEW HEIGHTS to its insurance policy as of the date of execution of this agreement, and to maintain and pay for the insurance on the Subject Property until NEW HEIGHTS obtains the Rehab loan, at which time NEW HEIGHTS agrees to include DAO as an additional insured on the insurance for the Subject Property and pay for the insurance. Both LOFTY/DAO, and NEW HEIGHTS shall provide a valid and effective declarations page for all insurance policies obtained. ARTICLE II Consummation of Transaction . The authorized signer for LOFTY /DAO , and NEW HEIGH T S for this Agreement and the related Quit Claim Deeds , warrants that they have all rights, powers and authority to enter into this Agreement and consummate the transactions contemplated herein. That LOFTY /DAO and NEW HEIGHTS, individually and collectively, waives any objection to this transaction which either pursuant to any other agreement may have, including any right of first refusal. The consummation of the transactions described in this Agreement are not subject to any agreement, law, regulation or pending or threatened litigation which would materially affect the consummation of the transactions contemplated hereunder. Operations . The LOFTY /DAO and NEW HEIGHTS are in good standing and have all permits, licenses and approvals necessary to conduct its business in its ordinary course. Litigation . LOFTY warrants that t here are Lofty warrants that there are no claims, disputes, actions, suits, proceedings or investigations pending, threatened against or affecting the Subject Property , and warrants that there are no basis or grounds for any such suit, action, proceeding,