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Governance Proposal - Eric LeMunyan Buyout and Earl Vanze Co Closing Authorization - 8708 Willard Avenue DAO LLC - 8708 Willard Ave, Cleveland, OH 44102.docx

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GOVERNANCE PROPOSAL TO APPROVE MEMBERSHIP BUYOUT, PROPERTY PURCHASE, AND AUTHORIZED CLOSING REPRESENTATIVE Lofty Holding 8708 Willard Avenue DAO LLC Proposal Summary Eric LeMunyan proposes that the members of Lofty Holding 8708 Willard Avenue DAO LLC (the "DAO") approve the membership buyout and as-is property purchase transaction for the property located at 8708 Willard Avenue, Cleveland, OH 44102 (the "Property"), authorize execution and performance of the associated Membership Buyout and Prop

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GOVERNANCE PROPOSAL TO APPROVE MEMBERSHIP BUYOUT, PROPERTY PURCHASE, AND AUTHORIZED CLOSING REPRESENTATIVE Lofty Holding 8708 Willard Avenue DAO LLC Proposal Summary Eric LeMunyan proposes that the members of Lofty Holding 8708 Willard Avenue DAO LLC (the "DAO") approve the membership buyout and as-is property purchase transaction for the property located at 8708 Willard Avenue, Cleveland, OH 44102 (the "Property"), authorize execution and performance of the associated Membership Buyout and Property Purchase Agreement between the DAO and Eric LeMunyan (the "Purchase Agreement"), and authorize Earl Vanze Co to act as the DAO's Authorized Member and Authorized Representative for closing, settlement, escrow, title, and related transaction purposes. Background Eric LeMunyan has proposed to purchase the Property from the DAO on an as-is basis pursuant to the Purchase Agreement. The proposed transaction is intended to provide a net redemption value of $34.00 per DAO share/token to all DAO members other than Eric LeMunyan. Eric LeMunyan will not receive a redemption payment for his own DAO shares/tokens and will burn, surrender, cancel, or otherwise retire his DAO shares/tokens before redemption distributions are made. As part of the transaction, all unpaid debts, liabilities, obligations, payoffs, liens, taxes, assessments, property management balances, vendor balances, utility balances, title charges, escrow charges, recording fees, transfer taxes, closing costs, and other amounts due from or required to be paid by the DAO in connection with the Property or the closing will be paid by Eric LeMunyan and settled at closing. The DAO needs a clearly authorized representative for title company, escrow, settlement, deed, closing, payoff, redemption, and post-closing administration purposes. Proposed Approval Members are asked to approve the following actions: 1. approve the Purchase Agreement and the membership buyout and as-is sale of the Property to Eric LeMunyan, or to an entity controlled by Eric LeMunyan, on terms that provide a net redemption value of $34.00 per eligible DAO share/token to all DAO members other than Eric LeMunyan; 2. approve Eric LeMunyan's burn, surrender, cancellation, or retirement of all DAO shares/tokens owned or controlled by Eric LeMunyan before redemption distributions are made; 3. approve Eric LeMunyan's payment, assumption, discharge, or settlement at closing of all unpaid DAO debts and obligations required to close the transaction; 4. authorize Earl Vanze Co to act as the DAO's Authorized Member and Authorized Representative for closing, settlement, escrow, title, deed, payoff, redemption, and related transaction purposes; and 5. authorize Earl Vanze Co to execute, deliver, approve, and perform all documents, certificates, instructions, and actions reasonably necessary or advisable to complete the transaction. Proposed Member Resolution RESOLVED , that the DAO members approve the Purchase Agreement and the sale and transfer of the Property located at 8708 Willard Avenue, Cleveland, OH 44102 to Eric LeMunyan , or to an entity controlled by Eric LeMunyan, on an as-is, where-is, with all faults basis. FURTHER RESOLVED , that the DAO members approve a membership buyout and redemption structure under which all eligible DAO members other than Eric LeMunyan will receive a net redemption value of $34.00 per eligible DAO share/token . FURTHER RESOLVED , that Eric LeMunyan shall not receive any redemption payment for DAO shares/tokens owned or controlled by Eric LeMunyan, and that Eric LeMunyan shall burn, surrender, cancel, transfer to the DAO treasury for cancellation, or otherwise retire such shares/tokens before redemption distributions are made. FURTHER RESOLVED , that all unpaid DAO debts, liabilities, obligations, payoffs, liens, taxes, assessments, property management balances, vendor balances, utility balances, title charges, escrow charges, recording fees, transfer taxes, closing costs, and other amounts due from or required to be paid by the DAO in connection with the Property or the closing shall be paid by Eric LeMunyan and settled at closing. FURTHER RESOLVED , that Earl Vanze Co is hereby authorized, appointed, empowered, and directed to act as the DAO's Authorized Member and Authorized Representative for all closing, settlement, escrow, title, deed, payoff, redemption, and related transaction purposes in connection with the approved transaction. FURTHER RESOLVED , that Earl Vanze Co is authorized, for and on behalf of the DAO, to communicate with and provide instructions to any title company, escrow company, closing agent, settlement agent, attorney, broker, buyer, lender, governmental authority, property manager, vendor, lienholder, member, tokenholder, transfer agent, payment processor, or other third party in connection with the transaction. FURTHER RESOLVED , that Earl Vanze Co is authorized, for and on behalf of the DAO, to execute, acknowledge, deliver, approve, certify, and perform the Purchase Agreement and any and all related agreements, amendments, deeds, settlement statements, closing disclosures, escrow instructions, title affidavits, owner affidavits, payoff letters, lien releases, tax forms, transfer declarations, certificates, resolutions, governance confirmations, redemption instructions, distribution instructions, and other instruments or documents reasonably necessary or advisable to complete the transaction and distribute redemption proceeds. FURTHER RESOLVED , that any title company, escrow company, closing agent, settlement agent, buyer, lender, governmental authority, broker, attorney, payment processor, or other third party may rely upon this governance approval and any organizational resolution or certificate signed by Earl Vanze Co as evidence of Earl Vanze Co's authority to act for the DAO with respect to the transaction, unless and until written notice of revocation is provided by the DAO in accordance with its governing documents. FURTHER RESOLVED , that all actions previously taken by Earl Vanze Co, Eric LeMunyan, Lofty AI Inc., any DAO officer, any DAO member, or any DAO representative in connection with preparing, negotiating, documenting, approving, or facilitating the proposed transaction are hereby ratified, confirmed, and approved. Suggested Ballot Choices - Yes, approve the Purchase Agreement, Eric LeMunyan buyout / as-is property purchase, and authorize Earl Vanze Co as Authorized Member and Authorized Representative for closing, settlement, title, and redemption purposes. - No, do not approve the transaction or authorization. Implementation After Approval If approved, Eric LeMunyan, Earl Vanze Co, Lofty AI Inc., the DAO, and the closing/title company may proceed with final transaction documents, title and escrow instructions, settlement statement preparation, member redemption calculations, Eric LeMunyan's share/token burn or cancellation, payment of DAO closing obligations, transfer of the Property, and distribution of redemption proceeds to eligible DAO members. EXECUTION / RATIFICATION BLOCK IN WITNESS WHEREOF, the undersigned may use the following execution block to ratify, certify, or memorialize the approved governance proposal after the DAO vote is completed. DAO: Lofty Holding 8708 Willard Avenue DAO LLC ____________________________________________ _________________ Lofty AI Inc. AS DAO Officer Date By: Jerry Chu AS CEO __________________________________ _________________ Earl Vanze Co AS Authorized Representative Date DAO Members In accordance with the DAO Operating Agreement, this governance proposal shall be deemed approved upon the affirmative digital signatures, votes, or consents representing the required approval threshold of the active voting interests of the DAO. Such vote shall be conducted in accordance with the quorum and approval requirements set forth in the DAO Operating Agreement, and the results shall be ratified by the DAO Officer and recorded and published via the DAO's applicable governance record or vote viewer.