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Membership Buyout and Property Purchase Agreement - 8708 Willard Avenue DAO LLC - Eric LeMunyan - 8708 Willard Ave, Cleveland, OH 44102.docx

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MEMBERSHIP BUYOUT AND PROPERTY PURCHASE AGREEMENT This Membership Buyout and Property Purchase Agreement (this "Agreement") is entered into as of ____________, 2026 (the "Effective Date"), by and between Lofty Holding 8708 Willard Avenue DAO LLC , a Wyoming decentralized autonomous organization limited liability company (the "DAO" or "Seller"), and Eric LeMunyan , an individual ("Buyer"). Seller and Buyer may be referred to individually as a "Party" and collectively as the "Parties". 1. Property

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MEMBERSHIP BUYOUT AND PROPERTY PURCHASE AGREEMENT This Membership Buyout and Property Purchase Agreement (this "Agreement") is entered into as of ____________, 2026 (the "Effective Date"), by and between Lofty Holding 8708 Willard Avenue DAO LLC , a Wyoming decentralized autonomous organization limited liability company (the "DAO" or "Seller"), and Eric LeMunyan , an individual ("Buyer"). Seller and Buyer may be referred to individually as a "Party" and collectively as the "Parties". 1. Property Seller owns the real property commonly known as 8708 Willard Avenue, Cleveland, OH 44102 , together with all improvements, fixtures, appurtenances, rights, easements, leases, deposits, permits, records, and other property interests owned by Seller and relating to the real property, to the extent transferable (collectively, the "Property"). 2. Transaction Structure Subject to the terms of this Agreement and approval by the DAO Members in accordance with the DAO's governing documents and governance process, including approval of the associated governance proposal titled Governance Proposal to Approve Membership Buyout, Property Purchase, and Authorized Closing Representative or a substantially similar proposal (the "Governance Approval"), Buyer shall purchase the Property from Seller, and Seller shall sell, convey, and transfer the Property to Buyer or Buyer's permitted assignee. The Parties intend that the transaction result in a buyout and redemption of the DAO membership/token interests held by all DAO Members other than Buyer, with Buyer burning or otherwise cancelling Buyer's own DAO shares/tokens before the redemption distribution described below. 3. Purchase Price and Net Redemption Value The purchase price for the Property and the associated membership buyout shall be an amount sufficient to provide a net redemption value of Thirty-Four Dollars ($34.00) per DAO share/token to all DAO Members excluding Eric LeMunyan (the "Net Redemption Value"). Buyer shall not receive any redemption payment for any DAO shares/tokens owned or controlled by Buyer. Before any redemption distribution is made, Buyer shall burn, surrender, cancel, transfer to the DAO treasury for cancellation, or otherwise retire Buyer's DAO shares/tokens in a manner reasonably acceptable to the DAO and consistent with the DAO's governance system. The final aggregate purchase price shall be calculated as follows: 1. determine the number of outstanding DAO shares/tokens eligible for redemption, excluding all shares/tokens owned or controlled by Buyer; 2. multiply the eligible redeemable shares/tokens by $34.00 per share/token; 3. add any unpaid DAO debts, obligations, liens, expenses, closing costs, taxes, prorations, payoffs, or other amounts Buyer is required to pay under this Agreement or as required to close; and 4. adjust only as expressly agreed in writing by the Parties or required by the closing statement. The Parties intend that each eligible redeeming DAO Member receive $34.00 net per eligible share/token, without reduction for Buyer's own shares/tokens or for unpaid DAO debts that Buyer has agreed to pay under this Agreement, except as otherwise expressly approved by the DAO Members. 4. DAO Debts and Closing Settlement Buyer shall pay, assume, discharge, or cause to be paid at closing all unpaid debts, liabilities, obligations, payoffs, liens, taxes, assessments, property management balances, vendor balances, utility balances, insurance balances, legal fees, title charges, escrow charges, recording fees, transfer taxes, and other amounts then due from or required to be paid by the DAO in connection with the Property or the closing (collectively, the "DAO Closing Obligations"). The DAO Closing Obligations shall be reflected on the settlement statement to the extent known or required by the title company, escrow agent, closing agent, or applicable law. Buyer shall provide all funds necessary to satisfy the DAO Closing Obligations at closing, in addition to the funds required to pay the Net Redemption Value to eligible redeeming DAO Members. 5. As-Is Purchase Buyer is purchasing the Property as-is, where-is, with all faults , and subject to all matters of record, occupancy, leases, physical condition, environmental condition, code compliance condition, and any other matters affecting the Property, except as expressly stated in this Agreement or in the deed delivered at closing. Buyer acknowledges that Buyer has had or will have the opportunity to inspect the Property and review available records. Seller makes no representation or warranty regarding the Property's condition, value, rent roll, income, expenses, habitability, zoning, code compliance, environmental condition, repair needs, or suitability for Buyer's intended use, except for any express representations in this Agreement or closing documents. 6. Member Approval and Governance This Agreement is subject to and shall not become fully effective for closing unless and until approved by the DAO Members in accordance with the DAO Operating Agreement, Articles of Organization, applicable Wyoming law, and the DAO's governance process. The required Governance Approval may be evidenced by an associated governance proposal, written consent, organizational resolution, blockchain vote, digital approval record, or substantially similar approval record authorizing this Agreement, the Property sale, the membership buyout, Buyer's share/token burn, the redemption of non-Buyer Members, the payment or settlement of DAO Closing Obligations, and the appointment of Earl Vanze Co as Authorized Member and Authorized Representative for closing, settlement, escrow, title, deed, payoff, redemption, and related purposes. Upon approval, the DAO may execute an organizational resolution or written consent confirming authority to close the transaction and authorizing the DAO's officer, manager, agent, or authorized representative to execute all documents required to complete the transaction. 7. Closing Closing is conditioned upon receipt or confirmation of the Governance Approval. The closing agent, title company, Buyer, Seller, and all third parties may rely on the Governance Approval and any related organizational resolution or certificate as evidence of authority for the transaction and for Earl Vanze Co's authority to act for the DAO for closing and settlement purposes. Closing shall occur on or before ____________, 2026, or on such other date as the Parties agree in writing (the "Closing Date"), through a title company, escrow company, attorney, or closing agent acceptable to the Parties. At closing: 1. Seller shall deliver a deed conveying the Property to Buyer or Buyer's permitted assignee, subject only to permitted exceptions and matters accepted by Buyer; 2. Buyer shall deposit all funds necessary to pay the Net Redemption Value to eligible redeeming DAO Members and to satisfy the DAO Closing Obligations; 3. Buyer shall provide evidence reasonably acceptable to Seller that Buyer's DAO shares/tokens have been burned, surrendered, cancelled, or otherwise retired before redemption distributions are made; 4. the closing agent shall pay or reserve for all DAO Closing Obligations shown on the settlement statement; 5. the closing agent, DAO, or other designated distribution agent shall distribute redemption proceeds to eligible redeeming DAO Members at $34.00 per eligible share/token; and 6. the Parties shall execute and deliver all other documents reasonably required to complete the transaction. 8. Title and Conveyance Seller shall convey such title as Seller owns, by limited warranty deed, quitclaim deed, fiduciary deed, or other deed form reasonably acceptable to the closing agent and customary for the transaction. Buyer shall accept title subject to all permitted exceptions, including taxes not yet due and payable, zoning, easements, restrictions, leases, occupancy rights, and matters shown by public records or survey. 9. Prorations and Costs Unless otherwise shown on the settlement statement or agreed in writing: 1. Buyer shall pay all closing costs required to complete the transaction, including title, escrow, recording, transfer, settlement, legal, payoff, and administrative costs; 2. Buyer shall pay or assume all DAO Closing Obligations; 3. rents, deposits, utilities, taxes, assessments, and ordinary property income and expenses shall be prorated as of the Closing Date to the extent applicable and available to the closing agent; and 4. any proration uncertainty shall be resolved in a manner that preserves the $34.00 net redemption value for eligible redeeming DAO Members unless otherwise approved by the DAO Members. 10. Representations of Seller Seller represents, solely to Seller's knowledge and subject to DAO Member approval, that: 1. Seller is a Wyoming decentralized autonomous organization limited liability company; 2. Seller owns or controls the Property interest to be conveyed; 3. upon required DAO approval, Seller will have authority to enter into and perform this Agreement; and 4. Seller has not intentionally entered into another currently binding agreement to sell the Property that would prevent this transaction. 11. Representations of Buyer Buyer represents that: 1. Buyer has authority and capacity to enter into this Agreement; 2. Buyer will provide funds required to close, including the Net Redemption Value and DAO Closing Obligations; 3. Buyer owns or controls certain DAO shares/tokens and will burn, surrender, cancel, or otherwise retire such shares/tokens before redemption distributions are made; 4. Buyer is relying on Buyer's own review and inspection of the Property and available DAO records; and 5. Buyer accepts the Property as-is, where-is, with all faults. 12. Default If Buyer fails to close after all conditions to Buyer's obligation have been satisfied or waived, Seller may terminate this Agreement and pursue remedies available at law or equity, subject to any limitations in the DAO governing documents. If Seller fails to close after all conditions to Seller's obligation have been satisfied or waived and after required DAO approval has been obtained, Buyer may terminate this Agreement, seek specific performance, or pursue remedies available at law or equity. 13. Assignment Buyer may assign this Agreement to an entity controlled by Buyer, provided Buyer remains responsible for all obligations unless Seller releases Buyer in writing. Any other assignment requires Seller's written consent. 14. Notices Notices shall be given in writing by personal delivery, email, electronic signature platform, DAO governance communication method, recognized courier, or other method reasonably calculated to provide actual notice. 15. Governing Law This Agreement shall be governed by the laws of the State of Wyoming with respect to DAO governance and membership matters, and by the laws of the State of Ohio with respect to conveyance, title, and real-property matters. 16. Counterparts and Electronic Signatures This Agreement may be executed in counterparts and by electronic signature. Counterparts together constitute one agreement. Electronic signatures, PDF signatures, and verifiable digital approvals may be treated as originals to the fullest extent permitted by law. 17. Entire Agreement This Agreement, together with any DAO governance approval, organizational resolution, closing statement, deed, and closing documents, constitutes the Parties' agreement regarding the transaction and supersedes prior discussions regarding the same subject matter. 18. Further Assurances The Parties shall execute such additional documents and take such additional actions as reasonably necessary to complete the transaction and effectuate the intent of this Agreement. SIGNATURES IN WITNESS WHEREOF, the undersigned have executed this Membership Buyout and Property Purchase Agreement effective as of ____________, 2026, subject to DAO governance approval as set forth above. SELLER / DAO: Loft