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re items required before signing lofty:dao - new heights agreement.pdf

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From: Earl Co earl@earlbnb.com Subject: Re: New Heights Development LLC Corporate Attached Items Required Before Signing LOFTY/DAO - NEW HEIGHTS AGREEMENT Date: August 17, 2025 at 12:30 AM To: Brown Cook Law Group LLC browncooklawgroup@gmail.com Cc: Eric Hannah eric.hannah@att.net, Jerry Chu jerry@lofty.ai, Max Ball max@lofty.ai Hello Dorothy, I am working on bringing the Delaware Franchise Taxes current for the entity in which title is currently vested (LOFTY). I will provide Certificates of Good Standing for LOFTY for both Delaware and Illinois. The name discrepancy is one issue that’s holding me up because it’s registered as Lofty Holding 7542 S Colfax Avenue LLC in Illinois records, so I’m thinking of simply reverting the Delaware LLC name back to the matching name as registered in Illinois and on the Grantee of the original deed, and amending the operating agreement to match. Please see attached legal docs for both LOFTY and DAO. I defer to your advice on which name is preferable to ensure we maintain a valid chain of title, but I have a feeling it’s easier to keep the original name. Summary: The Delaware Certificate of Formation was filed 12/3/2021 as “Lofty Holding 7542 S Colfax Avenue LLC” . On 12/29/2021, a name amendment was filed, changing it to “Lofty Holding 7542 & 7656 S Colfax Avenue LLC” . So at the moment of acquisition, if the deed named the grantee as “Lofty Holding 7542 S Colfax Avenue LLC”, that was a valid Delaware entity at the time. The issue is that the Illinois deed recorder shows “Lofty Holding 7542 South Colfax Avenue, an Illinois Series LLC,” which is entirely different and non-existent. This suggests that in preparing the deed, someone both: Dropped the “& 7656” and Mis-described the entity as an Illinois Series LLC, rather than a Delaware LLC. Title should be vested in either “Lofty Holding 7542 S Colfax Avenue LLC, a Delaware Limited Liability Company” per the IL foreign LLC registration, or its post-amendment DE name, “Lofty Holding 7542 & 7656 S Colfax Avenue LLC, a Delaware Limited Liability Company”. Can you please contact the following attorney/firm who drafted the original recorded deed (attached) and demand they issue a Corrective Deed for us ASAP? Otherwise, we will need to obtain court action to quiet title or reform the deed, adding further delay which we’d prefer not to have to go through. I have also attached the latest version of the agreement with the agreed-upon revisions so it’s ready for signatures. Thanks, Earl Property Deed (7656) - Lofty Holding 7542 South Colfax … 74 KB Avenue LLC.pdf Operating Agreement - Lofty Holding 7542 & 7656 S Colfax … 209 KB LLC.pdf Avenue Certificate of Formation - Lofty Holding 7542 & 7656 S Colfax … 312 KB LLC.pdf Avenue EntitySearchStatusCopy_081320 25 - Lofty Holding 7542 & 7656 … 65 KB Avenue LLC.pdf Colfax Business Entity Status - Lofty Holding 7542 S Colfax Avenue … 1.3 LLCMB (IL Foreign Registration).pdf Certificate Of Good Standing 2025-08-16- Lofty Holding 754… 415 KB S Colfax Avenue DAO LLC & 7656 .pdf Filing Info - Lofty Holding 7542 & 7656 S Colfax Avenue DAO LLC… 18 KB .pdf DAO Operating Agreement - 7542 S Colfax Ave, Chicago, IL 60649… 483 .pdfKB DAO Articles of Organization 7542 & 7656 S Colfax Ave, … 298 KB Chicago, IL 60649.pdf New Heights Development LLC Shares Purchase Agreement.docx 62 KB On Aug 15, 2025, at 12:01 PM, Brown Cook Law Group LLC <browncooklawgroup@gmail.com> wrote: Good Afternoon Earl, Attached are the corporate documents for New Heights Development LLC. Julian Edwards is the sole member so the Operating Agreement also serves as his authority to sign the agreement on behalf of New Heights. Please forward me your documents and the Declaration page of the current insurance. Thank you. ---------- Forwarded message --------From: Julian Edwards <julianedwards155@gmail.com> Date: Fri, Aug 15, 2025 at 12:04 PM Subject: Re: Items Required Before Signing LOFTY/DAO - NEW HEIGHTS AGREEMENT To: Brown Cook Law Group LLC <browncooklawgroup@gmail.com> Please see requested documents attached. <IMG_8471.jpeg> On Wed, Aug 13, 2025 at 9:45 PM Brown Cook Law Group LLC <browncooklawgroup@gmail.com> wrote: Good Evening Gentlemen, Please provide the following documents for your organizations as per agreement prior to signing. Please forward these documents to me tomorrow. Once I have received and reviewed these documents, I will set the Agreement up for Docusign. Thank you. 1.7 a. 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. b. Articles of Organization. c. Certificate of Good Standing. d. Operating Agreement. e. Existing Insurance, as of the Date of Closing, Declaration Page for interest in the Subject Property held by LOFTY. Attorney Dorothy A Brown Cook President, Brown Cook Law & Consulting Group LLC, Retired Clerk of Court Phone 3127809414 Mobile 3127809414 Website www.AttorneyDorothyBrownCook.Com Email BrownCookLawGroup@Gmail.Com Create your own email signature -- Attorney Dorothy A Brown Cook President, Brown Cook Law & Consulting Group LLC, Retired Clerk of Court Phone 3127809414 Mobile 3127809414 Website www.AttorneyDorothyBrownCook.Com Email BrownCookLawGroup@Gmail.Com Create your own email signature <NEW HEIGHTS DEVELOPMENT LLC - IL Filing Evidence.pdf><Operating Agreement.pdf>