UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 1-U

 

CURRENT REPORT PURSUANT TO REGULATION A

 

Date of Report (Date of earliest event reported): April 30, 2022

 

Landa App 2 LLC

(Exact name of issuer as specified in its charter)

 

Delaware   87-1767314
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

6 W. 18th Street

New York, NY 10011

(Address of principal executive offices)

 

646-905-0931

(Issuer’s telephone number, including area code)

 

Membership Interests:

 

Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC   Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC
Landa App 2 LLC - 153 Spring Valley Stockbridge GA LLC   Landa App 2 LLC - 45 Robertford Drive Covington GA LLC
Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC   Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC
Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC   Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC

  

(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

 

Item 1. Fundamental Changes

 

The following updates certain information provided in the Master Series Table found in the offering circular (the “Offering Circular”) of Landa App 2 LLC (the “Company”) filed December 3, 2021 regarding the properties set forth below (the “Properties” and each a “Property”).

 

New Lease Agreements and Renewals

 

The following lease agreement (the “Lease Agreement”) was renewed with the tenant on the terms set forth in the table below. 

 

Series   Address   Lease
Commencement
Date
  Monthly Rental
Income (1)
  Lease
Expiration
Date (2)
                 
Landa App 2 LLC -
3192 Lake Monroe Road
Douglasville GA LLC
  3192 Lake Monroe Road,
Douglasville, GA 30135
  05/01/2022   $ 1,400   04/30/2023

 

(1) The Monthly Rental Income reflects the monthly rental payment set forth in the Lease Agreement.

 

(2) After the Lease Expiration Date, the Lease Agreement will become a month-to-month lease, unless the tenant provides written notice at least thirty (30) days prior to the Lease Expiration Date of an intention to terminate the Lease Agreement.

 

The foregoing is a summary of the terms of the Lease Agreement and does not purport to be a complete description of such terms. This summary is qualified in its entirety by reference to the applicable Lease Agreement, which is filed as Exhibit 6.1 to this report.

 

Item 9. Other Events

 

Landa Holdings, Inc., the manager (the “Manager”) of the Company, has determined that for administrative convenience, the Company should convert from “registered” to “protected” status under the Delaware Limited Liability Company Act. Each series formed under the Company (each a “Series” and together, the “Series”) remains a separate entity for purposes of Delaware law and no Series has rights to, nor liability for, the assets of any other Series.

 

To effect the conversion, on April 29, 2022, entered into an Amended and Restated Limited Liability Company Operating Agreement of the Company (the “A&R Operating Agreement”), which amends and replaces that certain Limited Liability Company Operating Agreement of the Company, dated June 15, 2021.

 

Under the A&R Operating Agreement, the business and operations of each Series formed under the Company will be conducted pursuant to the terms and conditions set forth in the A&R Operating Agreement and a Series Designation for such Series. The Manager to each Series will continue to conduct, direct and exercise full control and sole discretion over all major activities of such Series. The Manager will have the sole power and authority to bind or take any action on behalf of each Series, or to exercise any rights and powers granted to each Series under the A&R Operating Agreement or any other agreement, instrument, or other document to which a Series is a party. Except as otherwise required by law, no holder of shares in a Series will have voting rights or governance rights.

 

Also, on April 29, 2022, the Manager to each of the Series listed on the cover page of this report, terminated the limited liability company agreement and issued a Series Designation for such Series. In addition, the Manager, on behalf of each Series, filed a Certificate of Conversion of Registered Series with the Secretary of State of the State of Delaware to convert each Series from a registered series into a protected series of the Company.

 

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EXHIBITS

 

The following exhibits are filed herewith:

 

Exhibit No.   Description
2.1   Amended and Restated Limited Liability Company Operating Agreement of the Company
3.1   Series Designation for Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC
3.2   Series Designation for Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC
3.3   Series Designation for Landa App 2 LLC - 153 Spring Valley Stockbridge GA LLC
3.4   Series Designation for Landa App 2 LLC - 45 Robertford Drive Covington GA LLC
3.5   Series Designation for Landa App 2 LLC – 126 Wildwood Road Stockbridge GA LLC
3.6   Series Designation for Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC
3.7   Series Designation for Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC
3.8   Series Designation for Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC
6.1   Lease Agreement for 3192 Lake Monroe Road, Douglasville, GA 30135

 

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SIGNATURE

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 3, 2022    

 

  LANDA APP 2 LLC
     
  By: Landa Holdings, Inc.,
    its Manager
     
  By: /s/ Yishai Cohen
  Name:  Yishai Cohen
  Title: Chief Executive Officer and President  

 

 

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Exhibit 2.1

 

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

LANDA APP 2 LLC

 

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”, inclusive of any schedules hereto) of Landa App 2 LLC, a Delaware limited liability company (the “Company”) is entered into as of April 29, 2022, by and between Landa Holdings, Inc., a Delaware corporation, as manager (the “Manager”), Landa Holdings, Inc., a Delaware corporation, as the sole member (the “Initial Member”) and the members (the “Series Members”) of each of the series of the Company (each a “Series”, and collectively, the “Series”).

 

WHEREAS, pursuant to Section 9.5 of the Initial Operating Agreement, the Manager may take all actions and approve amendments to the Limited Liability Company Agreement of the Company, dated as of June 15, 2021 (the “Initial Operating Agreement”) and the Separate Series Operating Agreements (as defined in the Initial Operating Agreement) without the consent of the Series Members.

 

WHEREAS, the Manager has determined that it was in the best interests of the Series to convert the Series from registered series under § 18-218 of the Act (defined below) into protected series under § 18-215 of the Act.

 

WHEREAS, the Manager has authorized and approved an amendment and restatement of the Initial Operating Agreement.

 

NOW THEREFORE, the Initial Operating Agreement of the Company is hereby amended and restated to read in its entirety as follows:

 

ARTICLE I

 

DEFINITIONS

 

SECTION 1.1. Definitions. The following terms used in this Agreement have the following meanings:

 

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended.

 

“Adverse Consequences” means all actions, suits, Proceedings, hearings, investigations, charges, complaints, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

 

“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with, the Person in question. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

 

“Agreement” shall have the meaning set forth in the preamble above.

 

 

 

“Assignee” means a Person who has acquired the Member’s Interest in the Company or a Series Member’s Series Shares, as applicable, through a Transfer in accordance with the terms of this Agreement.

 

“Available Cash” means, with respect to each month, all cash and cash equivalents of a Series at the end of such month less (a) the Property Management Fee, (b) Reserves, (c) other current liabilities of such Series or the Property or (d) to the extent not included in Reserves, other costs and expenses incident to the purposes of such Series which are anticipated to be incurred, or to become due and payable, or both, in the future and for which cash sufficient to pay the costs and expenses at the time they become due and payable may not be generated by such Series, as determined by the Manager in its sole discretion. In the event of the sale or other disposition of the Property, in each case as determined by the Manager in its sole discretion, Available Cash shall include the proceeds from the sale or other disposition of such asset or the Property, net of all third-party expenses of the sale or other disposition.

 

“Business Day” means any day other than a Saturday, Sunday or a day on which banking or savings institutions in New York, New York are authorized or obligated by law or executive order to be closed.

 

“Capital Contributions” means, with respect to the Member and each Series Member, the aggregate amount of money contributed to the Company by the Member (or its predecessors in interest) or to a Series by the Series Members (or its predecessors in interest).

 

“Certificate of Formation” means the Certificate of Formation of the Company filed with the office of the Secretary of State of the State of Delaware on November 25, 2019, as amended.

 

“Code” means the Internal Revenue Code of 1986, as amended. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future laws.

 

“Distributions” shall have the meaning set forth in Section 7.9(a) of this Agreement.

  

“Entity” means any partnership (general or limited), limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust or foreign business organization or other legal entity.

 

“Fiscal Year” means (a) any twelve (12) month period commencing on January 1 and ending on December 31, (b) any portion of the period described in clause (a) of this sentence ending on the date on which a Series is terminated in accordance with the Act or this Agreement or (d) any portion of the period described in clause (a) of this sentence ending on the date on which the Certificate of Formation is canceled in accordance with the Act.

 

“GAAP” means, as of any date of determination, United States generally accepted accounting principles in effect as of the date.

 

“Initial Member” shall have the meaning set forth in the preamble of this Agreement.

 

“Initial Operating Agreement” shall have the meaning set forth in the preamble of this Agreement.

 

“Issuance Limit” shall have the meaning set forth in Section 3.1(c)(i) of this Agreement.

 

“Manager” shall have the meaning set forth in the preamble of this Agreement, subject to Section 5.2 of this Agreement.

 

“Management Agreement” means a management agreement entered into by and between the Manager and a Series.

 

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“Member” means the Initial Member or any successor member of the Company admitted pursuant to Section 4.1 of this Agreement.

 

“Member’s Interest” means the Member’s limited liability company membership interest in the Company.

 

“Person” whether capitalized or not, means any individual, sole proprietorship, joint venture, partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority, or other Entity of any nature.

 

“Prior Existing Series” shall have the meaning set forth in Section 2.8 of this Agreement.

 

“Proceeding” shall have the meaning set forth in Section 5.4 of this Agreement.

 

“Property” means, for each Series, the property described in the applicable Series Designation for such Series attached to this Agreement.

 

“Property Management Fee” shall mean the fee payable to the Manager for its day-to-day management of the Property pursuant to the Management Agreement.

 

“Reserve” shall mean the amount of cash determined by the Manager, in its sole discretion, to be necessary or advisable to retain as a reserve for (i) payment of debt service coming due within a reasonable future time with respect to indebtedness of a Series, (ii) operation, improvement, maintenance, replacement or preservation of any Property, (iii) payment of taxes, insurance premiums and other reasonably anticipated costs and expenses of a Series, and (iv) increases in working capital and other contingencies.

 

“Series” shall have the meaning set forth in the preamble of this Agreement.

 

“Series Designation” means a description of the key terms of the Series substantially in the form of Schedule B of this Agreement.

 

“Series Member” shall have the meaning set forth in the preamble of this Agreement, which may include the Member if the Member makes a Capital Contribution to a Series.

 

“Series Shares” means the limited liability company membership interests in a Series. As to any Series Member, the term shall mean the Series Shares held by such Series Member.

 

Transfer” shall have the meaning set forth in Section 4.1(b) of this Agreement.

 

“Transferee” means any Person who is acquiring by Transfer any Member’s Interest or Series Shares.

 

“Transferred Shares” means, as applicable, (i) all or any portion of a Series Member’s Series Shares that the Series Member seeks to Transfer or (ii) all or any portion of a Member’s Interest that the Member seeks to Transfer.

 

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ARTICLE II

 

FORMATION OF COMPANY

 

SECTION 2.1. Authorized Person. Yishai Cohen is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation with the Secretary of State of the State of Delaware (the filing being hereby approved and ratified in all respects). Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased.

 

SECTION 2.2. Name. The name of the Company is “Landa App 2 LLC”. The business of each Series shall be conducted under the name of the Series and not under the name of the Company generally. The name of a Series is given on such Series’ Series Designation.

 

SECTION 2.3. Principal Place of Business. The principal place of business of the Company and each Series shall be the principal place of business of the Manager. As of the date hereof, the principal place of business of the Manager is One Pennsylvania Plaza, 36th Floor, New York, NY 10119.

 

SECTION 2.4. Registered Office and Registered Agent. The registered office of the Company in the State of Delaware is 1013 Centre Road, Suite 403-B, City of Wilmington, County of New Castle, 19805. The name of the registered agent in the State of Delaware at such address is Vcorp Services, LLC. The registered office and agent may be changed from time to time by the Manager.

  

SECTION 2.5. Purposes and Powers. The Company and each Series shall have authority to engage in any lawful business, purpose or activity permitted by the Act, and each shall possess and may exercise all of the powers and privileges granted by the Act, together with any powers incidental thereto, including such powers or privileges as are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Series.

 

SECTION 2.6. Term. The Company shall have a perpetual existence unless the Company is dissolved, and each Series shall have a perpetual existence unless the Company is dissolved or such Series is terminated, in each case in accordance with Article VIII of this Agreement.

 

SECTION 2.7. Qualification in Other Jurisdictions. The Company or a Series may register to do business in any other jurisdiction upon the approval of the Manager.

 

SECTION 2.8. Prior Existing Series. Any Series formed prior to the effectiveness of this Agreement (each a “Prior Existing Series”) shall henceforth be governed by the terms of this Agreement. Any previous operating agreements of Prior Existing Series (including, for greater certainty, any Separate Series Operating Agreement as defined in the Initial Operating Agreement) are hereby replaced by this Agreement.

 

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ARTICLE III

 

SERIES

 

SECTION 3.1. Series Generally.

 

  (a) Series Designation. The Company, with the Manager’s approval, may establish separate Series, as contemplated by Section 18-215 of the Act. For all purposes of the Act, this Agreement, constitutes the “limited liability company agreement” of the Company within the meaning of the Act. The Manager may establish a new Series by attaching to this Agreement a Series Designation detailing the key terms of such Series.  In the event of a conflict between the terms and conditions of this Agreement and a Series Designation, the terms and conditions of the Series Designation shall prevail.  Notwithstanding any other provision of this Agreement, the establishment of a new Series shall not be deemed an amendment of this Agreement for purposes of Section 9.5. Such new Series shall be deemed established as of the date noted on the Series Designation.  

 

  (b) Series Separateness.

 

  (i) The assets of each Series shall inure only to the benefit of that Series and its Series Members and not to the benefit of the Company or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing from time to time with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series or of the Company generally, and none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing with respect to the Company generally, or any other Series, shall be enforceable against the assets of such Series.

 

  (ii) A Series Member may be a member of more than one Series. No Series Member shall have the right to vote on any matter pertaining to a particular Series, or any matter pertaining to the Company generally.

  

  (iii) The records maintained for each Series shall account for the assets associated with such Series separately from the other assets of the Company, or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of the Series, in the name of the Company, the Manager (subject to Article IV) through a nominee or otherwise. Records maintained for a Series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of the assets is objectively determinable, shall be deemed to account for the assets associated with the Series separately from the other assets of the Company or any other Series. No assets of one Series may be commingled with the assets of any other Series or the assets, if any, of the Company, generally. The Certificate of Formation, as filed, contains a notice of the limitation of liabilities of the Series in conformity with Section 18-215 of the Act.

 

  (iv) The Manager shall maintain a list of the Series’ Series Members and the Series Shares held by such Series Member.

 

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  (c) Series Shares.

 

  (i) Issuance Limit. Following the qualification of the Form 1-A offering statement specifying such Series as filed with the Securities and Exchange Commission, a Series is authorized to issue up to an aggregate of the amount of Series Shares noted in its Series Designation (the “Issuance Limit”) in exchange for a purchase price determined in each case by the Manager in its sole discretion.

 

  (ii) Best Efforts. The offering of Series Shares is on a best efforts, no minimum subscription basis and may have multiple closings, meaning there may be additional Series Members added after the formation of a Series as long as additional Series Shares are available.

 

  (iii) No Appraisal Rights. No Series Member shall have any appraisal rights with respect to his or her Series Shares or other interest in a Series under any circumstances, including, but not limited to, circumstances in connection with (A) any amendment of this Agreement, (B) any merger, reorganization, consolidation or similar transaction to which such Series is a party or (C) the sale of all or substantially all of such Series’ assets.

 

  (iv) No Priority. No Series Member shall have priority over any other Series Member.

 

SECTION 3.2. Title to Assets. Assets associated with a Series may be held directly or indirectly, including in the name of the Series, in the name of the Company, in the name of the Manager, through a nominee or otherwise, as the Manager may determine in its sole discretion; provided, however, that title to any real property of a Series shall be held by such Series, unless determined otherwise by the Manager, acting in its sole discretion. The Manager hereby represents and warrants that any assets of a Series for which legal title is held in the name of the Manager shall be held in trust by the Manager for the exclusive use and benefit of the Series in accordance with the terms and provisions of this Agreement. All assets of a Series shall be accounted for as the property of the Series in the books and records of the Company and the Series, irrespective of the name in which legal title to the assets of the Series is held.

 

SECTION 3.3. Confidentiality. Each Series Member agrees that such Series Member shall keep confidential and shall not disclose, divulge, or use for any purpose (other than to monitor or make decisions with respect to its investment in a Series) any confidential information obtained from a Series pursuant to the terms of this Agreement or otherwise pursuant to law, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.3 by such Series Member), (b) is or has been independently developed or conceived by such Series Member without use of such Series’ confidential information, or (c) is or has been made known or disclosed to such Series Member by a third party without a breach of any obligation of confidentiality such third party may have to such Series; provided, however, that a Series Member may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring his or her investment in such Series; (ii) to any prospective purchaser of any Series Shares from such Series Member, if such prospective purchaser agrees to be bound by the provisions of this Section 3.3; (iii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Series Member in the ordinary course of business, provided that such Series Member informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that such Series Member promptly notifies the Manager of such Series of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

 

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ARTICLE IV

 

MEMBERS

 

SECTION 4.1. Membership.

 

  (a) Admission of Members.

 

  (i) The Company. The Initial Member has been admitted as the Member and its name and address are set forth on Schedule A attached hereto. No Person shall be admitted as the Member until such Person has executed this Agreement and is listed by the Manager as the Member on Schedule A, notwithstanding the provisions of Section 7.04(a)(3) of the Act. The Manager may, but need not be, the Member.  The Member’s Interest shall be indivisible and at no time shall there be more than one Member.

 

  (ii) The Series. A Person shall be deemed admitted as a Series Member at the time the Person (A) executes a subscription agreement evidencing the purchase of Series Shares and such Person’s agreement to be bound by the terms of this Agreement, (B) pays the full purchase price for the Series Shares such Person is acquiring, and (C) is listed as a Series Member in the records of the Company. The Manager may, but need not be, a Series Member. The Manager shall have the right to accept or reject the admission of any Person as a Series Member, acting in its sole discretion. Since the offering of Series Shares may remain open until the Issuance Limit of such Series Shares are sold, and there may be multiple closings as set forth in Section 3.1(c)(ii), additional Series Members may be added from time to time, including Series Members that purchase Series Shares in a secondary trading market operated by a registered broker-dealer engaged by the Manager. The Manager must consent to the addition of new Series Members and such Series Members may only be admitted in accordance with this Section 4.1(a)(ii). The name and address of each Series Member admitted to a Series shall be set forth in the records of the Company.

 

  (b) Dispositions of Member’s Interests and Series Shares.

  

  (i) General Restriction. The Member and a Series Member may not make an assignment, transfer or other disposition (voluntarily, involuntarily or by operation of law) (a “Transfer”) of the Member’s Interest or such Series Member’s Series Shares, or pledge, mortgage, hypothecate, grant a security interest in, or otherwise encumber (an “Encumbrance”) the Member’s Interest or such Series Shares, without the prior consent of the Manager, which the Manager may grant or withhold in its sole and absolute discretion. Any attempted Transfer, other than in strict accordance with this section, shall be void, and any attempted Transfer of a portion of the Member’s Interest or Series Shares shall in all events be void. A Person to whom the Member’s Interest or the Series Shares is Transferred may be admitted to the Company as the Member or to a Series as a Series Member only as provided for by Section 4.1(a) and this Section 4.1(b). In connection with a Transfer of the Member’s Interest or Series Shares and the admission of an Assignee as the Member or a Series Member, as applicable, the Member or Series Member making such Transfer and the Assignee shall provide the Manager, upon request, a copy of the Transfer instrument, the ratification by the Assignee of this Agreement and a legal opinion that the Transfer complies with all applicable federal and state securities laws.

 

  (ii) Member’s Interest Approval. Except as expressly provided in this Agreement, with respect to the Member’s Interest, the Member may not make a Transfer unless the Manager approves the transferee’s admission to the Company as the sole Member upon such Transfer.

 

  (iii) Right to Assign. Without limiting the foregoing, in the event of a Transfer by operation of law, the Manager shall have the right to cause the Transferred Shares to be assigned to the Company or any other person designated by the Manager, and such assignee shall pay the assignor a price equal to the fair market value of the Transferred Shares as determined by the Manager in its sole discretion.

 

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SECTION 4.2. Rights and Obligations to Third Parties. Except as expressly set forth in this Agreement, no Member, in its capacity as a Member (and no Series Member in such capacity), shall have any right, power or authority to transact any business in the name of the Company or any Series, participate in the management of the Company or any Series or to act for or on behalf of or to bind the Company or any Series. Except as required by the Act, no Member or Series Member, solely by reason of such status, shall be liable for the debts, liabilities, obligations or expenses of the Company.

 

SECTION 4.3. Compensation. Except set forth in Section 5.3(c) or as otherwise specifically provided herein, no compensatory payment shall be made by the Company or a Series to the Member or a Series Member for any services provided to the Company or a Series.

 

SECTION 4.4. Waiver of Fiduciary Duties. To the maximum extent permitted by law, the Member and each Series Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by the Member or Manager or any of its Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Member or the Series Members. It is the express intent of the Members and Series Members that the Member and Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties owed to the Member or Series Members, which might otherwise arise out of or in connection with this Agreement.

 

SECTION 4.5. Bank Accounts. All funds of the Company or a Series shall be deposited in one or more accounts with one or more recognized financial institutions in the name of the Company or Series, as applicable, at such locations as shall be determined by the Manager. Withdrawal from such accounts shall require the signature of such Person or Persons as the Manager may designate. The bank account in the Company’s name shall remain separate from each Series’ bank account, and each Series shall have its own bank account. A Series’ funds shall not be commingled with any funds of another Series at any time.

  

SECTION 4.6. Outside Businesses. Unless otherwise agreed to in writing with the Company, the Manager, the Member, the Series Members, and any Affiliate thereof may engage in or possess an interest in other profit-seeking or business ventures of any kind, nature or description, independently or with others, whether or not the ventures are competitive with the Company or any Series and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Person. No Member, Manager, Series Member or any Affiliate thereof who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or any Series shall have any duty to communicate or offer the opportunity to the Company or any Series, and the Person shall not be liable to the Company, the Member, any Series or any Series Members for breach of any fiduciary or other duty by reason of the fact that the Person pursues or acquires for, or directs the opportunity to another Person or does not communicate the opportunity or information to the Company or any Series. Neither the Company nor the Member, the Manager, any Series Member, or any Affiliate of the foregoing shall have any rights or obligations by virtue of this Agreement or the relationship created hereby or thereby in or to the independent ventures or the income or profits or losses derived therefrom, and the pursuit of the ventures, even if competitive with the activities of the Company or any Series, shall not be deemed wrongful or improper.

 

SECTION 4.7. Relationships with Affiliates. A Series may enter into any agreement or contract with the Manager, any Affiliate of the Manager, any other series, any Series Member, any Affiliate of a Series Member or any agent of the Manager or such Series without the prior approval of any Series Member, provided that the agreement or contract must be substantially on terms as would be contained in a similar agreement or contract entered into by such Series as the result of arm’s-length negotiations from a comparable unaffiliated and disinterested third party. Each Series Member acknowledges that each relationship among each Series, the Manager and/or any Affiliate thereof that is described in any Company budget or other document satisfies the requirements of this Section 4.7.

 

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SECTION 4.8. Resolution of Conflicts of Interest.

 

  (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Company, any Series, the Member or a Series Member, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, the Member, the Series or any Series Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager shall not constitute a breach of this Agreement or any other agreement between the parties hereto or of any duty or obligation of the Manager at law or in equity or otherwise.

 

  (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or therein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider only those interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Series or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under the express standard and shall not be subject to any other or different standard.

  

SECTION 4.9. Company and Series Information. In addition to the other rights specifically set forth in this Agreement, the Member and the Series Members are entitled to the non-public information regarding the affairs of the Company and the applicable Series as is just and reasonable pursuant to Section 18-305 of the Act. Notwithstanding the foregoing, no Series Member has any rights to receive non-public information, other than those rights granted by Section 18-305 of the Act.

 

ARTICLE V

 

MANAGEMENT

 

SECTION 5.1. Appointment of Manager. Landa Holdings, Inc. is hereby appointed as the manager of the Company and each Series. The Manager shall manage the Series in accordance with the terms and conditions of the applicable Management Agreement, this Agreement and the Act. The mailing address of the Manager is set forth below its name on the signature page hereto and may be updated from time to time by written notice to the Member. The business and affairs of the Company and implementation of the Company’s policies and executive control of the Company’s major decisions shall be managed by the Manager.

 

SECTION 5.2. Resignation; Removal.

 

  (a) Resignation. The Manager may resign as manager of the Company or a Series at any time by giving written notice to the Member or the relevant Series Members, as appropriate.  With respect to the Company, the Member shall appoint a new Manager.  With respect to a Series, the notice of resignation shall include the appointment of a new Manager.  The resignation of the Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the written notice, but in no event before the new Manager shall have agreed, in writing, to be bound by this Agreement. Unless otherwise specified in the written notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also the Member or a Series Member shall not affect the Manager’s rights and obligations as the Member or a Series Member and shall not constitute a withdrawal of the Member or a Series Member.

 

  (b) Removal. The Manager of the Company or a Series may be removed at any time, with or without cause, by the Member, in its sole discretion. Any removal shall be without prejudice to the rights and obligations, if any, of such removed Manager as a Member and shall not constitute a withdrawal of the Member.

 

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SECTION 5.3. Management of Company and Series.

 

  (a) Authority. The Manager shall have complete and exclusive authority to manage the affairs of the Company and each Series and to make all decisions with regard thereto, including, without limitation, their day-to-day affairs.  The Manager shall have the complete and exclusive authority to purchase, sell or otherwise dispose of assets of the Company or the Property of each Series, and effect the dissolution of the Company or termination of the Series in accordance with Article VIII of this Agreement The Manager shall discharge its duties in good faith. The Manager, on behalf of the Company or any Series, as applicable, shall enforce agreements entered into by the Company or the applicable Series, and conduct or cause to be conducted the ordinary business and affairs of the Company or Series, in each case in its sole discretion and in accordance with good industry practice and the provisions of this Agreement. The Manager shall not be required to devote a particular amount of time to the Company’s or Series’ business, but shall devote sufficient time to perform its duties hereunder. The Company, and any Series, may rely upon any action taken or document executed by the Manager or any director, officer, or employee of the Manager without duty of further inquiry, and may assume that such Manager or any director, officer, or employee of the Manager has the requisite power and authority to take the action or execute the document in question.

  

  (b) Company Fees and Expenses. The Manager shall reimburse the Company for any costs that may be expended by the Company.

 

  (c) Series Fees and Expenses. The Manager shall be entitled to the fees from each Series including, but not limited to, (i) the Property Management Fee and any fees described in the Series Designation, and (ii) to expense reimbursement, in each case in accordance with the Management Agreement.

 

  (d) Investments. All investments by the Company or any Series, including the purchase of any Property to be held by such Series, shall be made on such terms and conditions as the Manager may determine.

 

SECTION 5.4. Indemnification. To the fullest extent permitted by law, and subject to the limitations set forth in this Section, and with, in each case, the Manager’s prior approval: (a) the Company or the applicable Series shall indemnify the Manager and any director, officer, or employee of the Manager for the entirety of any Adverse Consequences that a Manager or any director, officer, or employee of the Manager may suffer including, but not limited to, any Manager or any director, officer, or employee of the Manager who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that he or she is or was a Manager or any director, officer, or employee of the Manager and was acting within scope of duties or under the authority of the Member or the applicable Series Members; (b) the Company or the applicable Series shall pay, and advance or if the foregoing is not practicable, reimburse the Manager or any director, officer, or employee of the Manager for expenses incurred by him or her (1) in advance of any disposition of a Proceeding to which such Manager or any director, any director, officer, or employee of the Manager, or employee of the Manager was, is or is threatened to be made a party, and (2) in connection with his or her appearance as a witness or other participation in any Proceeding. Such indemnification shall also include reasonable counsel fees. The Company or the applicable Series may indemnify and advance expenses to an employee or agent of the Company or such applicable Series to the same extent and subject to the same conditions under which it may indemnify and advance expenses to the Manager and any director, officer, or employee of the Manager under the preceding sentence. The rights provided by this Section shall not be exclusive of any other right under any law, provision of the Certificate of Formation, this Agreement, the Act or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a material breach of this Agreement or the duties set forth herein, which breach, in the Manager’s reasonable opinion, causes a substantial loss to the Company or the applicable Series, but shall apply to actions constituting simple negligence. The Company or the applicable Series may purchase and maintain insurance to protect itself and any Manager, any director, officer, employee or agent of the Manager , whether or not the Company or the applicable Series would have the power to indemnify such Person under this Section. This indemnification obligation shall be limited to the assets of Company or the applicable Series, and no Member or Series Member, as applicable, shall be required to make a Capital Contribution in respect thereof.

 

SECTION 5.5. Limitation of Liability. Exculpation. The liability of the Manager shall be limited to the maximum extent allowed for by applicable law. The Manager is in control of the management, direction, and operation of the Company’s and each Series’ affairs and shall have powers to bind the Company or a Series with any legally binding agreement, including setting up and operating separate bank accounts on behalf of the Company or such Series. The Manager shall not be subject to any liability to the Member or Series Members for any act or omission, the effect of which may cause or result in loss or damage to the Company or a Series or the Member or Series Members if done in good faith to promote the best interests of the Company or such Series.

 

SECTION 5.6. Reliance by Third Parties. Any Person may rely upon a certificate signed by the Manager as to (a) the identity of the Manager, the Member or the Series Members, (b) any factual matters relevant to the affairs of the Company or any Series, (c) the Persons who are authorized to execute and deliver any document on behalf of the Company generally or with respect to any Series or on behalf of any Series, or (d) any action taken or omitted by the Company or any Series, the Manager, the Member or the Series Member with respect to the business of the Company or any Series.

 

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ARTICLE VI

 

CONTRIBUTIONS/LOANS TO THE COMPANY OR A SERIES

 

SECTION 6.1. Capital Contributions. The Member shall make Capital Contributions to the Company in its sole discretion as to timing and amount. The amount paid by a Series Member for its Series Shares shall be such Series Member’s Capital Contribution to such Series.

 

SECTION 6.2. Loans. Nothing in this Agreement shall prevent the Manager, Member or any Series Member from making secured or unsecured loans to the Company or any Series by agreement with the Manager with respect to the Company or a Series, as applicable.

 

ARTICLE VII

 

ALLOCATIONS, DISTRIBUTIONS AND TAX MATTERS

 

SECTION 7.1. Accounting Method. The Company and each Series, for accounting and income tax purposes, shall operate on a fiscal year ending December 31 (unless, for the Series, the applicable Series Designation indicates otherwise), and shall make such tax elections and use such methods of depreciation as shall be determined by the Manager. The books and records of the Company and each Series shall be kept on a GAAP basis in accordance with sound accounting practices to reflect all income and expenses of the Company or such Series, as applicable.

 

SECTION 7.2. Interest on and Return of Capital Contributions. Neither the Member nor any Series Member shall be entitled to interest on its Capital Contributions or to return of any of its Capital Contributions.

 

SECTION 7.3. Records, Audits and Reports. At the expense of the relevant Series, the Manager shall maintain separate and distinct records and accounts of the operations and expenditures of the Series as the Manager, in its sole discretion, determines to be necessary, proper or advisable. The Manager, at its expense, shall maintain records and accounts of the operations and expenditures of the Company as the Manager, in its sole discretion, determines to be necessary, proper or advisable.

 

SECTION 7.4. Tax Matters. The Member and the Series Members shall timely furnish to the Manager any U.S. federal income tax form or certification (including, without limitation, an Internal Revenue Service Form W-9, together with any applicable attachments thereto) that the Manager may request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments.

 

SECTION 7.5. Profits and Losses. All profits and losses of the Company shall be allocated to the Member. For purposes of clarification, profits and losses of a Series shall not be allocated pursuant to this Section 7.5, but rather shall be for the account of such Series.

 

SECTION 7.6. Tax Returns and Other Elections. The Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company or a Series pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company or such Series does business or is otherwise subject to taxation. Copies of the returns, or pertinent information therefrom relating to the Company or a Series, shall be furnished to the Member or Series Members, as applicable, within a reasonable time after the end of each Fiscal Year of the Company or such Series, as applicable. Except as otherwise provided herein, all elections permitted to be made by the Company or a Series under federal or state laws shall be made by the Manager in its sole discretion. 

 

SECTION 7.7. Company Distributions.  In the event the Company has assets not associated with a Series that the Manager determines are not necessary to satisfy current or anticipated liabilities of the Company, the Manager may, in its sole discretion, distribute any or all such assets to the Member.

 

SECTION 7.8. Company Tax Classification. It is the intention of the parties hereto that the Company (but not the Series, which are intended to be classified as separate corporations pursuant to Section 7.11) be disregarded as an entity, separate from the Member for federal and all relevant state and local income tax purposes, and the provisions of this Agreement shall be interpreted in a manner consistent with the intention. The Company and the Member shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. No election shall be filed with the Internal Revenue Service (or the tax authorities of any State) to have the Company treated as an association taxable as a corporation for income tax purposes without the prior consent of the Manager and the consent of Person who has been a Member in any period to which such classification would apply.

 

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SECTION 7.9. Series Distribution Priorities.

 

  (a) Distributions Generally. Distributions from a Series to its Series Members (“Distributions”) shall be made in accordance with this Article VII and shall be paid in each case to the account designated by the Series Member receiving the Distribution.  A Series shall make Distributions of Available Cash (or, in accordance with Section 7.10(a) below, property of a Series on an in-kind basis) on a monthly basis, in amounts determined by the Manager, acting in its sole direction. Distributions shall be payable to all Series Members pro rata in proportion to their holdings of Series Shares; provided, that, the amount of Distributions paid to a Series Member in any given calendar month (other than liquidating distributions) shall be determined based on the number of calendar days that a Series Member owns its Series Shares in such calendar month.

 

  (b) Liquidating Distributions. Notwithstanding anything to the contrary in this Article VII or in Section 8.3, upon the sale of the Property or the termination and liquidation of a Series in accordance with the provisions of this Agreement, the proceeds of liquidation of a Series or the sale of the Property shall be distributed within ninety (90) days of the date of sale of the Property or the termination and liquidation in the following order and priority:

 

  (i) First, to creditors of such Series, including the Manager, the Member, and any Series Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of such Series, including, without limitation, the expenses incurred in connection with the liquidation of such Series; and

 

  (ii) Second, to the Series Members of such Series pro rata in proportion to their holdings of Series Shares of such Series, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

 

SECTION 7.10. Series Distribution General Principles.

 

  (a) Although the Series do not intend to make Distributions in-kind, the Manager may, in its sole discretion, cause a Series to make Distributions of property of such Series in-kind pursuant to Section 7.9.

 

  (b) A Series is authorized to withhold from Distributions and any other payments such amounts as it is required by any applicable governmental rule, regulation, or law to withhold, including without limitation for purposes of satisfying such Series’ obligations under the Code. All amounts withheld pursuant to this Section 7.10(b) shall be treated as amounts paid or distributed, as the case may be, to the Series Members with respect to which the amount was withheld.

 

  (c) Notwithstanding anything to the contrary contained herein, a Series shall not make a Distribution to any Series Member on account of its Series Shares if the Distribution would violate the Act or other applicable law.

 

SECTION 7.11. Series Tax Classification. Each of the Series shall elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3 with effect for each taxable period of its existence. The Series and each Series Member shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. No election shall be filed with the Internal Revenue Service (or the tax authorities of any State) to have a Series taxable other than as an association taxable as a corporation for income tax purposes.

 

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ARTICLE VIII

 

DISSOLUTION OF THE COMPANY; TERMINATION OF A SERIES

 

SECTION 8.1. Dissolution of the Company.

 

  (a) The Company shall be dissolved upon any of the following events:

 

  (i) the determination by the Manager, acting in its sole discretion;

 

  (ii) the termination of the last remaining Series; or

 

  (iii) the entry of a decree of judicial dissolution under Section 18-215 of the Act.

 

  (b) Upon the liquidation of the Company, in the event the Company has assets not associated with a Series, such assets shall be distributed, first, to creditors of the Company, including a Member that is a creditor, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Company not associated with a Series (including, without limitation, expenses incurred in connection with the liquidation of the Company), and second, to the Member.

 

SECTION 8.2. Termination of a Series.

 

  (a) The Manager may effectuate the termination of a Series, without the consent of the Members, upon any of the following events:

 

  (i) the determination by the Manager, acting in its sole discretion, to terminate such Series;

 

  (ii) the dissolution of the Company;

 

  (iii) the sale or other disposition of the Property held by such Series; or

 

  (iv) the entry of a decree of judicial termination under Section 18-215 of the Act.

 

  (b) The termination and winding up of a Series shall not, in of itself, cause a dissolution of the Company or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of the Series or any other Series provided by this Agreement, the Certificate of Formation and the Act.

 

  (c) Upon the termination of a Series as provided herein, such Series shall be wound up in the manner provided by Section 8.3.

 

SECTION 8.3. Winding Up, Liquidation and Distribution of Assets of a Series Upon Termination of the Series.

 

  (a) Upon termination of a Series, the Manager shall wind up such Series’ affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of such Series and the discharge of liabilities of such Series to its creditors so as to enable the Manager to minimize any losses attendant upon a liquidation. The proceeds of liquidation shall be distributed in accordance with Section 7.9(b).

 

  (b) The Manager and the Series Members associated with a Series shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Series and the final distribution of its assets.

 

  (c) Each Series Member shall look solely to the assets of its Series for the return of any contribution to the capital of such Series, and if the assets of such Series remaining after satisfaction (whether by payment or reasonable provision for payment) of the debts, liabilities, obligations and expenses of such Series are insufficient to return such capital contribution, each Series Member shall have no recourse against such Series or any other Series, the Company, the Manager or any other Series Member, except as otherwise provided by law.

 

SECTION 8.4. Certificate of Cancellation.

 

  (a) If a dissolution of the Company occurs and all debts, liabilities, obligations and expenses of the Company and each Series have been satisfied (whether by payment or reasonable provision for payment) and all of the remaining property and assets of each Series have been distributed, a certificate of cancellation shall be executed and filed with the Secretary of State of the State of Delaware in accordance with the Act.

 

  (b) Upon cancellation of the Certificate of Formation by the filing of a certificate of cancellation or otherwise, the Company shall dissolve, each Series shall terminate, and this Agreement shall terminate.

 

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ARTICLE IX

 

MISCELLANEOUS PROVISIONS

 

Section 9.1. Notices. All notices and other communications provided for herein must be in writing and must be delivered by hand or overnight courier service, mailed by certified or registered mail, or e-mailed, (a) if to the Manager, to the address of the Manager set forth below its name on the signature page hereto (as the address may be updated from time to time in accordance with Section 4.1(a)), (b) if to a Member, the address of the Member set forth on Schedule A, or (c) if to a Series Member, the email address of the Series Member set forth in the records of the Company. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).

 

SECTION 9.2. Binding Effect. This Agreement is binding upon and inures to the benefit of the Manager, the Member, the Series Members and, to the extent permitted by this Agreement, their respective legal representatives, successors and permitted assigns.

 

SECTION 9.3. Governing Law. This Agreement and the rights of the parties hereunder, shall be construed pursuant to the laws of the State of Delaware, without regard to conflict of laws principles.

 

SECTION 9.4. Waiver of Action for Partition. The Member and each Series Member irrevocably waives during the existence of the Company any right that it may have to maintain any action for partition with respect to the property of the Company or any Series.

 

SECTION 9.5. Amendments. Except as otherwise provided by this Agreement, this Agreement may not be amended except in writing by the Manager. Notice of amendment shall be furnished to each Series Member within a reasonable time following such amendment. For the avoidance of doubt, a Series Designation shall not be deemed an amendment and the Manager may, in its discretion, amend a Series Designation without the vote of the Member or the Series Members.

 

SECTION 9.6. Execution of Additional Instruments. The Member and each Series Member hereby agrees to execute such other and further statements of interests and holdings, designations and other instruments necessary to comply with any laws, rules or regulations as may be determined by the Manager, in its sole discretion.

 

SECTION 9.7. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same includes the plural and vice versa, and the masculine gender includes the feminine and neuter genders and vice versa.

 

SECTION 9.8. Waivers. The failure of any party hereto to seek redress for default of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act that would have originally constituted a default from having the effect of an original default.

  

SECTION 9.9. Severability. If any provision or term of this Agreement is found to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is the intent of the parties hereto for the terms and conditions of this Agreement to be interpreted to the greatest extent possible so as to remain valid and enforceable, and any provision or term of this Agreement found by a court to be invalid, void or unenforceable shall be rewritten by the court pursuant to this intent.

 

SECTION 9.10. Counterparts. This Agreement may be signed in multiple counterparts, all of which are hereby deemed an original and shall constitute one instrument.

 

SECTION 9.11. Integration. This Agreement constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and thereof and supersede all prior agreements and understandings pertaining thereto.

 

SECTION 9.12 Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused their signatures, or the signatures of their duly authorized representatives, to be set forth below as of the day and year first above written.

 

 

  MANAGER:
  LANDA HOLDINGS, INC.
     
  By: /s/ Yishai Cohen
  Name:   Yishai Cohen
  Title: Chief Executive Officer and President

 

  Mailing Address:  Landa Holdings, Inc.   
    6 W 18th Street, 12th Floor
    New York, NY 10011

 

  INITIAL MEMBER:
  LANDA HOLDINGS, INC.
     
  By: /s/ Yishai Cohen
  Name:   Yishai Cohen 
  Title: Chief Executive Officer and President

 

  Mailing Address: Landa Holdings, Inc.
    6 W 18th Street, 12th Floor
    New York, NY 10011

 

  THE COMPANY:
  LANDA APP 2 LLC
     
    By: LANDA HOLDINGS, INC., as Manager

 

  By: /s/ Yishai Cohen
  Name:   Yishai Cohen 
  Title: Chief Executive Officer and President

 

  Mailing Address: Landa Holdings, Inc.
    6 W 18th Street, 12th Floor
    New York, NY 10011

 

[Signature Page to Limited Liability Company Agreement]

 

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SECTION 2.8 IS HEREBY ACKNOWLEDGED AND AGREED TO:

 

Prior Existing Series:

 

Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC

Landa App 2 LLC - 153 Spring Valley Circle Stockbridge GA LLC

Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC

Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC

Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC

Landa App 2 LLC - 45 Robertford Drive Covington GA LLC

Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC

Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC

 

By: /s/ Yishai Cohen  
Name:   Yishai Cohen   
Title: Chief Executive Officer and President  

 

Mailing Address: Landa Holdings, Inc.
  6 W 18th Street, 12th Floor
  New York, NY 10011

  

[Signature Page to Limited Liability Company Agreement]

 

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SCHEDULE A

 

Landa App 2 LLC

List of Members

 

Member Name  Address  Capital Contribution   Interest 
Landa Holdings, Inc.  6 W. 18th Street, 12th Floor, NY, NY 10011  $10.00    100%
              
Total           100%

 

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SCHEDULE B

 

FORM OF SERIES DESIGNATION OF

LANDA APP 2 LLC - [PROPERTY NAME], A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”) (the “Agreement”) and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa App 2 LLC – Series [PROPERTY NAME] Designation”.

  

Name of Series Landa Series [PROPERTY NAME]
   
Effective Date of Establishment [DESIGNATION DATE]
   
Property The Property located at [ADDRESS]
   
Management Fee and Other Fees [FEES]
   
Issuance The maximum number of Series Shares the Series can issue is [AMOUNT].
   
Fiscal Year End December 31
   
Broker of Record [Dalmore Group, LLC]
   
[Other] [If applicable, add additional line items related to reflect differences from/additions to the Agreement that are specific to a Series]

 

 

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Exhibit 3.1

 

SERIES DESIGNATION OF

LANDA APP 2 LLC - 2174 SCARBROUGH ROAD STONE MOUNTAIN GA LLC,

A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 2174 Scarbrough Road Designation”.

  

Name of Series Landa App 2 LLC - 2174 Scarbrough Road Stone Mountain GA LLC (also referred to herein as “Landa Series 2174 Scarbrough Road”), a protected series of the Company (the “Series”).
   
Effective Date of Establishment April 29, 2022
   
Property The Property located at 2174 Scarbrough Road, Stone Mountain, GA, 30088.
   
Manager Landa Holdings, Inc.
   
Management Fee and Other Fees A monthly management fee expected to be 8% of the Gross Monthly Rent. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed 10% of the Gross Monthly Rent.
   
Issuance The maximum number of membership interest, or “Shares,” the Series can issue is 10,000.
   
Fiscal Year End December 31
   
Broker of Record Dalmore Group, LLC
   
Broker Fees 1%, in cash, of the purchase price of the Shares sold in the offering of the Series’ Shares.
   
Liquidation As set forth in the Agreement
   
Other N/A

 

Exhibit 3.2

 

SERIES DESIGNATION OF

LANDA APP 2 LLC - 3192 LAKE MONROE ROAD DOUGLASVILLE GA LLC,

A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 3192 Lake Monroe Road Designation”.

 

Name of Series Landa App 2 LLC - 3192 Lake Monroe Road Douglasville GA LLC (also referred to herein as “Landa Series 3192 Lake Monroe Road”), a protected series of the Company (the “Series”).
   
Effective Date of Establishment April 29, 2022
   
Property The Property located at 3192 Lake Monroe Road, Douglasville, GA, 30135.
   
Manager Landa Holdings, Inc.
   
Management Fee and Other Fees A monthly management fee expected to be 8% of the Gross Monthly Rent. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed 10% of the Gross Monthly Rent.
   
Issuance The maximum number of membership interest, or “Shares,” the Series can issue is 10,000.
   
Fiscal Year End December 31
   
Broker of Record Dalmore Group, LLC
   
Broker Fees 1%, in cash, of the purchase price of the Shares sold in the offering of the Series’ Shares.
   
Liquidation As set forth in the Agreement
   
Other N/A

 

Exhibit 3.3

 

SERIES DESIGNATION OF

LANDA APP 2 LLC - 153 SPRING VALLEY CIRCLE STOCKBRIDGE GA LLC,

A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 153 Spring Valley Circle Designation”.

 

Name of Series Landa App 2 LLC - 153 Spring Valley Circle Stockbridge  GA LLC (also referred to herein as “Landa Series 153 Spring Valley Circle”), a protected series of the Company (the “Series”).
   
Effective Date of Establishment April 29, 2022
   
Property The Property located at 153 Spring Valley Circle, Stockbridge, GA, 30281.
   
Manager Landa Holdings, Inc.
   
Management Fee and Other Fees A monthly management fee expected to be 8% of the Gross Monthly Rent. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed 10% of the Gross Monthly Rent.
   
Issuance The maximum number of membership interest, or “Shares,” the Series can issue is 10,000.
   
Fiscal Year End December 31
   
Broker of Record Dalmore Group, LLC
   
Broker Fees 1%, in cash, of the purchase price of the Shares sold in the offering of the Series’ Shares.
   
Liquidation As set forth in the Agreement
   
Other N/A

 

Exhibit 3.4

 

SERIES DESIGNATION OF

LANDA APP 2 LLC - 45 ROBERTFORD DRIVE COVINGTON GA LLC,

A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 45 Robertford Drive Designation”.

  

Name of Series Landa App 2 LLC - 45 Robertford Drive Covington GA LLC (also referred to herein as “Landa Series 45 Robertford Drive”), a protected series of the Company (the “Series”).
   
Effective Date of Establishment April 29, 2022
   
Property The Property located at 45 Robertford Drive, Covington, GA, 30016.
   
Manager Landa Holdings, Inc.
   
Management Fee and Other Fees A monthly management fee expected to be 8% of the Gross Monthly Rent. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed 10% of the Gross Monthly Rent.
   
Issuance The maximum number of membership interest, or “Shares,” the Series can issue is 10,000.
   
Fiscal Year End December 31
   
Broker of Record Dalmore Group, LLC
   
Broker Fees 1%, in cash, of the purchase price of the Shares sold in the offering of the Series’ Shares.
   
Liquidation As set forth in the Agreement
   
Other N/A

 

Exhibit 3.5

 

SERIES DESIGNATION OF

LANDA APP 2 LLC - 126 WILDWOOD ROAD STOCKBRIDGE GA LLC,

A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 126 Wildwood Road Designation”.

  

Name of Series Landa App 2 LLC - 126 Wildwood Road Stockbridge GA LLC (also referred to herein as “Landa Series 126 Wildwood Road”), a protected series of the Company (the “Series”).
   
Effective Date of Establishment April 29, 2022
   
Property The Property located at 126 Wildwood Road, Stockbridge, GA, 30281.
   
Manager Landa Holdings, Inc.
   
Management Fee and Other Fees A monthly management fee expected to be 8% of the Gross Monthly Rent. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed 10% of the Gross Monthly Rent.
   
Issuance The maximum number of membership interest, or “Shares,” the Series can issue is 10,000.
   
Fiscal Year End December 31
   
Broker of Record Dalmore Group, LLC
   
Broker Fees 1%, in cash, of the purchase price of the Shares sold in the offering of the Series’ Shares.
   
Liquidation As set forth in the Agreement
   
Other N/A

 

Exhibit 3.6

 

SERIES DESIGNATION OF

LANDA APP 2 LLC - 303 KELLYS WALK LOCUST GROVE GA LLC,

A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 303 Kellys Walk Designation”.

  

Name of Series Landa App 2 LLC - 303 Kellys Walk Locust Grove GA LLC (also referred to herein as “Landa Series 303 Kellys Walk”), a protected series of the Company (the “Series”).
   
Effective Date of Establishment April 29, 2022
   
Property The Property located at 303 Kellys Walk, Locust Grove, GA, 30248.
   
Manager Landa Holdings, Inc.
   
Management Fee and Other Fees A monthly management fee expected to be 8% of the Gross Monthly Rent. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed 10% of the Gross Monthly Rent.
   
Issuance The maximum number of membership interest, or “Shares,” the Series can issue is 10,000.
   
Fiscal Year End December 31
   
Broker of Record Dalmore Group, LLC
   
Broker Fees 1%, in cash, of the purchase price of the Shares sold in the offering of the Series’ Shares.
   
Liquidation As set forth in the Agreement
   
Other N/A

 

Exhibit 3.7

 

SERIES DESIGNATION OF

LANDA APP 2 LLC - 137 SPRING VALLEY CIRCLE STOCKBRIDGE GA LLC,

A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”) (the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 137 Spring Valley Circle Designation”.

  

Name of Series Landa App 2 LLC - 137 Spring Valley Circle Stockbridge GA LLC (also referred to herein as “Landa Series 137 Spring Valley Circle”), a protected series of the Company (the “Series”).
   
Effective Date of Establishment April 29, 2022
   
Property The Property located at 137 Spring Valley Circle, Stockbridge, GA, 30281.
   
Manager Landa Holdings, Inc.
   
Management Fee and Other Fees A monthly management fee expected to be 8% of the Gross Monthly Rent. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed 10% of the Gross Monthly Rent.
   
Issuance The maximum number of membership interest, or “Shares,” the Series can issue is 10,000.
   
Fiscal Year End December 31
   
Broker of Record Dalmore Group, LLC
   
Broker Fees 1%, in cash, of the purchase price of the Shares sold in the offering of the Series’ Shares.
   
Liquidation As set forth in the Agreement
   
Other N/A

 

Exhibit 3.8

 

SERIES DESIGNATION OF

LANDA APP 2 LLC - 4085 SPRINGVALE WAY MCDONOUGH GA LLC,

A SERIES OF LANDA APP 2 LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series 4085 Springvale Way Designation”.

  

Name of Series Landa App 2 LLC - 4085 Springvale Way McDonough GA LLC (also referred to herein as “Landa Series 4085 Springvale Way”), a protected series of the Company (the “Series”).
   
Effective Date of Establishment April 29, 2022
   
Property The Property located at 4085 Springvale Way, McDonough, GA, 30252.
   
Manager Landa Holdings, Inc.
   
Management Fee and Other Fees A monthly management fee expected to be 8% of the Gross Monthly Rent. The Monthly Management Fee may be changed at any time, in the sole discretion of the Manager, but at no time, will it exceed 10% of the Gross Monthly Rent.
   
Issuance The maximum number of membership interest, or “Shares,” the Series can issue is 10,000.
   
Fiscal Year End December 31
   
Broker of Record Dalmore Group, LLC
   
Broker Fees 1%, in cash, of the purchase price of the Shares sold in the offering of the Series’ Shares.
   
Liquidation As set forth in the Agreement
   
Other N/A

 

Exhibit 6.1

 

 

Landa Lease

 

This Residential Lease Agreement (hereinafter Lease”) is entered into this on 1st day of May, 2022 by and between the Lessor: LANDA APP 2 LLC - 3192 LAKE MONROE ROAD DOUGLASVILLE GA LLC (hereinafter referred to as Landlord”), and the Lessee(s): [***]. All Lessees (hereinafter referred to collectively as Tenant”), are jointly, severally and individually bound by, and liable under, the terms and conditions of this Lease.

 

For the valuable consideration described below, the sufficiency of which is hereby acknowledged, Landlord and Tenant do hereby covenant, contract and agree as follows:

 

Nature Of Occupancy

 

As a special consideration and inducement for the granting of this Lease by the Landlord to the Tenant, the personal residence described above shall be used and occupied only by the members of the Tenant’s family or others whose names and ages are set forth below:

 

[***]

 

Security Deposit

 

Upon execution of this Lease, Tenant shall deposit the sum of $0 to be held by Landlord as a security deposit for reasonable cleaning of, and repair of damages to, the premises upon the expiration or termination of this Lease, or other reasonable damages resulting from a default by Tenant. Tenant shall be liable to Landlord for all damages to the leased premises upon the termination of thisLease, ordinary wear and tear excepted. Tenant is not entitled to interest on the security deposit. Tenant may not apply the security deposit to any rent due under this Lease. If Landlord sells or assigns the leased premises, Landlord shall have the right to transfer Tenant’s security deposit to the new owner or assignee to hold under this Lease, and upon so doing Landlord shall be released from all liability to Tenant for return of said security deposit. Landlord’s rights to retain the Deposit hereunder shall be subject Georgia Code § 44-7-34:

 

Possession Of Premises

 

Tenant shall not be entitled to possession of the premises designated for lease until the security deposit and first month’s rent (or prorated portion thereof), less any applicable promotional discount, is paid in full and the premises designated for lease is vacated by the prior tenant.

 

 

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Term Of Lease

 

This Lease shall commence 1st day of May, 2022 to 30th day of April, 2023, unless renewed or extended pursuant to the terms herein.

 

Notice Of Injuries

 

In the event of any significant injury or damage to Tenant, Tenant’s family, or Tenant’s invitees, licensees, and/or guests, or any personal property, suffered in the leased premises or in any common area, written notice of same shall be provided by Tenant to Landlord at the address designated for delivery of notices (identical to address for payment of rent) as soon as possible but not later than five (5) days after said injury or damage. Failure to provide such notice shall constitute a breach of this Lease.

 

Materiality Of Application To Rent

 

All representations made by Tenant(s) on the Application to Rent (or like-titled document) are material to the grant of this Lease, and the Lease is granted only on condition of the truthfulness and accuracy of said representations. If a failure to disclose or lack of truthfulness is discovered on said Application, Landlord may deem Tenant to be in breach of this Lease.

 

No Illegal Use

 

Tenant shall not perpetrate, allow or suffer any acts or omissions contrary to law or ordinance to be carried out upon the leased premises or in any common area. Tenant shall bear responsibility for any and all illegal acts or omissions upon the leased premises and shall be considered in breach of this Lease upon conviction of Tenant or any of Tenant’s family or invitees, licensees, and/or guests for any illegal act or omission upon the leased premises- whether known or unknown to Tenant.

 

 

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Governing Law

 

This Lease is governed by the statutory and case law of the State of Georgia. If you wish to receive a hard copy of this lease before you sign, please email us to hi@landa.app.

 

Landlord Entry

 

In addition to the rights provided by applicable Georgia law, Landlord shall have the right to enter the leased premises at all reasonable times for the purpose of inspecting the same and/or showing the same to prospective tenants or purchasers, and to make such reasonable repairs and alterations as may be deemed necessary by Landlord for the preservation of the leased premises or the building and to remove any alterations, additions, fixtures, and any other objects which may be affixed or erected in violation of the terms of this Lease. Landlord shall give reasonable notice of intent to enter premises except in the case of an emergency.

 

Landlord's Right To Mortgage

 

Tenant agrees to accept the premises subject to and subordinate to any existing or future mortgage or other lien, and Landlord reserves the right to subject premises to same. Tenant agrees to and hereby irrevocably grants Landlord power of attorney for Tenant for the sole purpose of executing and delivering in the name of the Tenant any document(s) related to the Landlord’s right to subject the premises to a mortgage or other lien.

 

Tenant Insurance

 

Landlord shall not be liable to Tenant, Tenant’s family or Tenant’s invitees, licensees, and/or guests for damages not proximately caused by Landlord or Landlord’s agents. Landlord will not compensate Tenant or anyone else for damages proximately caused by any other source whatsoever, or by Acts of God, and Tenant is therefore strongly encouraged to independently purchase insurance to protect Tenant, Tenant’s family, Tenant’s invitees, licensees, and/or guests, and all personal property on the leased premises and/or in any common areas from any and all damages.

 

Rent Payments

 

Tenant agrees to pay rent to the Landlord during the term of this Lease in equal monthly installments of $1,400, which shall be paid on or before the first day of the month. Tenant agrees that if rent is not paid in full on or before $1st day of the month, Tenant will pay a late charge of $140 as allowed by applicable Georgia law.The prorated rent from the commencement of this Lease to the first day of the following month is $1,400, which amount shall be paid at the execution of this Lease.

 

 

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Tenant agrees that rent shall be paid in lawful money of the United States via the Landa Residents App.

 

Rent payments shall be made payable to and mailed or delivered to the following address: P.O. Box 17942 Atlanta, GA 30316. All notices from Tenant to Landlord under this Lease and applicable Georgia law shall be delivered to the above address. Tenant agrees that rent will be deemed paid only once Landlord or Landlord’s agent receives the rent monies, either by mail or by delivery to the above address. If there are multiple Tenants signed to this Lease, all such Tenants are jointly, severally and individually bound by, and liable under, the terms and conditions of this Lease. A judgment entered against one Tenant shall be no bar to an action against other Tenants.

 

Alterations

 

Tenant shall make no alterations, decorations, additions, or improvements to the leased premises without first obtaining the express written consent of Landlord. Any of the above- described work shall become part of the dwelling

 

Obligations And Duties Of Tenant

 

Tenant agrees to:

 

(a) Keep that part of the premises that he occupies and uses as clean and as safe as the condition of the premises permits;

 

(b) Dispose from his dwelling unit all ashes, rubbish, garbage and other waste in a clean and safe manner in compliance with community standards;

 

(c) Keep all plumbing fixtures in the dwelling unit used by the Tenant as clean as their condition permits;

 

(d) Use in a reasonable manner all electrical, plumbing, sanitary, heating, ventilating, air conditioning and other facilities and appliances, including elevators, in the premises;

 

(e) Not deliberately or negligently destroy, deface, damage, impair or remove any part of the premises or knowingly permit any other person to do so;

 

(f) Conduct himself and require other persons on the premises with his consent to conduct themselves in a manner that will not disturb his neighbors' peaceful enjoyment of their premises;

 

 

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(g) Inform the Landlord of any condition of which he has actual knowledge which may cause damage to the premises;

 

(h) Maintain the dwelling unit in substantially the same condition, reasonable wear and tear excepted, and comply with the requirements of applicable building and housing codes materially affecting health and safety;

 

(i) Not engage in any illegal activity upon the leased premises as documented by a law enforcement agency;

 

Tenant agrees that any violation of these provisions shall be considered a breach of this Lease.

 

No Waiver

 

The failure of Landlord to insist upon the strict performance of the terms, covenants, and agreements herein shall not be construed as a waiver or relinquishment of Landlord's right thereafter to enforce any such term, covenant, or condition, but the same shall continue in full force and effect. No act or omission of Landlord shall be considered a waiver of any of the terms or conditions of this Lease, nor excuse any conduct contrary to the terms and conditions of this Lease, nor be considered to create a pattern of conduct between the Landlord and Tenant upon which Tenant may rely upon if contrary to the terms and conditions of this Lease.

 

Assignment

 

Tenant expressly agrees that the leased premises nor any portion thereof shall not be assigned or sublet by Tenant without the prior written consent of Landlord. Landlord may sell, transfer or assign, in whole or in part, its rights and obligations under this Lease and in the leased premises provided such transferee assumes all obligations of Landlord under this Lease. Any such sale, transfer or assignment shall, upon assumption by the transferee of Landlord’s obligations hereunder, release Landlord from all liabilities under this Lease arising after the date of such sale, assignment or transfer, and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligation.

 

Delivery Of Notices

 

Any giving of notice under this Lease or applicable Georgia law shall be made by Tenant in writing and delivered to the address noted above for the payment of rent, either by hand delivery or by mail. Certified or registered mail is recommended. Delivery by mail shall not be considered complete until actual receipt by Landlord or Landlord’s agent.

 

 

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Any notices from Landlord to Tenant shall be in writing and shall be deemed sufficiently served upon Tenant when deposited in the mail addressed to the leased premises, or addressed to Tenant’s last known post office address, or hand delivered, or placed in Tenant’s mailbox. If Tenant is more than one person, then notice to one shall be sufficient as notice to all.

 

Electronic Signature

 

Digital ("electronic") signatures, often referred to as an "e-signature", enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of the electronic signature include Tenant signing this Lease by typing in Tenant’s name, with the underlying software recording Tenant’s IP address, Tenant’s browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Lease will be available to both Tenant and Landlord, so they can store and access it at any time, and it will be stored and accessible on the Landa Resident App and hosting provider, including backups. Tenant and Landlord each hereby consents and agrees that electronically signing this Lease constitutes Tenant’s signature, acceptance, and agreement as if actually signed by Tenant in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of Tenant’s signature or resulting contract between Tenant and Landlord. Tenant understands and agrees that Tenant’s e-signature executed in conjunction with the electronic submission of this Lease shall be legally binding and such transaction shall be considered authorized by Tenant. Tenant agrees its electronic signature is the legal equivalent of Tenant’s manual signature on this Lease and Tenant consents to be legally bound by this terms and conditions of each of this Lease. Furthermore, Tenant and Landlord each hereby agrees that all current and future notices, confirmations and other communications regarding the Agreements specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Lease or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient's change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Tenant, and if Tenant desires physical documents, then Tenant agrees to be satisfied by directly and personally printing, at Tenant’s own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that Tenant desires.

 

Tenant’s Consent is Hereby Given: By signing this Lease electronically, Tenant is explicitly agreeing to receive documents electronically including Tenant’s copy of this Lease as well as ongoing disclosures, communications and notices.

 

 

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Grant Of Lease

 

Landlord does hereby lease unto Tenant, and Tenant does hereby rent from Landlord, solely for use as a personal residence, excluding all other uses, the personal residence located in USA, GA, with address of: 3192 Lake Monroe Road, #0, Douglasville, GA, USA

 

Heirs And Assigns

 

It is agreed and understood that all covenants of this lease shall succeed to and be binding upon the respective heirs, executors, administrators, successors and, except as provided herein, assigns of the parties hereto, but nothing contained herein shall be construed so as to allow the Tenant to transfer or assign this lease in violation of any term here of.

 

Utilities

 

Tenant will provide and pay for the following utilities (indicate those that apply):

 

☒ Electric, ☒ Gas, ☒ Telephone, ☒ Cable Television, ☒ Water, ☒ Garbage pick-up.

 

Landlord will provide and pay for the following utilities (indicate those that apply):

 

☐ Electric, ☐ Gas, ☐ Telephone, ☐ Cable Television, ☐ Water, ☐ Garbage pick-up.

 

Tenant shall be responsible for contacting and arranging for any utility service not provided by the Landlord, and for any utilities not listed above. Tenant shall be responsible for having same utilities disconnected on the day Tenant delivers the leased premises back unto Landlord upon termination or expiration of this Lease.

 

Obligations And Duties Of Landlord

 

As per Georgia Code § 44-7-13, Landlord must keep the premises in repair.

 

 

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Consequences Of Breach By Tenant

 

If Tenant, by any act or omission, or by the act or omission of any of Tenant’s family or invitees, licensees, and/or guests, violates any of the terms or conditions of this Lease or any other documents made a part hereof by reference or attachment, Tenant shall be considered in breach of this Lease (breach by one tenant shall be considered breach by all tenants where Tenant is more than one person).

 

In case of such breach Landlord may deliver a written notice to the Tenant in breach specifying the acts and omissions constituting the breach and that the Lease Agreement will terminate upon a date not less than thirty (30) days after receipt of the notice if the breach is not remedied within a reasonable time not in excess of thirty (30) days; and the Lease Agreement shall terminate and the Tenant shall surrender possession as provided in the notice subject to the following:

(a) If the breach is remediable by repairs, the payment of damages, or otherwise, and the Tenant adequately remedies the breach prior to the date specified in the notice, the Lease Agreement shall not terminate;

 

(b) In the absence of a showing of due care by the Tenant, if substantially the same act or omission which constituted a prior noncompliance of which notice was given recurs within six (6) months, the Landlord party may terminate the Lease Agreement upon at least fourteen (14) days written notice specifying the breach and the date of termination of the Lease Agreement;

 

(c) However, if the breach by the Tenant is nonpayment of rent, the Landlord shall not be required to deliver thirty (30) days' written notice as provided above. In such event, the Landlord may serve Tenant with a seven (7) day written notice of termination, whereupon the Tenant must pay the unpaid rent in full or surrender possession of the premises by the expiration of the seven (7) day notice period.

 

If the Lease Agreement is terminated, Landlord shall return all prepaid and unearned rent, and any amount of the security deposit recoverable by the Tenant.

 

Furthermore, the Lease may be terminated by a three (3) day written notice delivered by Landlord if the Tenant has committed a substantial violation of the Lease Agreement or applicable law that materially affects health and safety.

 

Notice Of Intent To Surrender

 

Any other provision of this lease to the contrary notwithstanding, at least thirty (30) days prior to the normal expiration of the term of this Lease as noted under the heading TERM OF LEASE above, Tenant shall give written notice to Landlord of Tenant’s intention to surrender the residence at the expiration of the Lease term. If said written notice is not timely given, the Tenant shall become a month-to-month tenant as defined by applicable Georgia law, and all provisions of this Lease will remain in full force and effect, unless this Lease is extended or renewed for a specific term by written agreement of Landlord and Tenant.

 

 

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If Tenant becomes a month-to-month tenant in the manner described above, Tenant must give a thirty (30) day written notice to the Landlord of Tenant’s intention to surrender the residence. At any time during a month-to-month tenancy Landlord may terminate the month-to-month Lease by serving Tenant with a written notice of termination, or by any other means allowed by applicable Georgia law. Upon termination, Tenant shall vacate the premises and deliver same unto Landlord on or before the expiration of the period of notice.

 

Condition Of Leased Premises

 

Tenant hereby acknowledges that Tenant has examined the leased premises prior to the signing of this Lease, or knowingly waived said examination. Tenant acknowledges that Tenant has not relied on any representations made by Landlord or Landlord’s agents regarding the condition of the leased premises and that Tenant takes premises in its AS-IS condition with no express or implied warranties or representations beyond those contained herein or required by applicable Georgia law. Tenant agrees not to damage the premises through any act or omission, and to be responsible for any damages sustained through the acts or omissions of Tenant, Tenant’s family or Tenant’s invitees, licensees, and/or guests. If such damages are incurred, Tenant is required to pay for any resulting repairs at the same time and in addition to the next month’s rent payment, with consequences for non-payment identical to those for non- payment of rent described herein. At the expiration or termination of the Lease, Tenant shall return the leased premises in as good condition as when taken by Tenant at the commencement of the lease, with only normal wear-and-tear excepted.

 

Modification Of This Lease

 

Any modification of this lease shall not be binding upon Landlord unless in writing and signed by Landlord or Landlord’s authorized agent. No oral representation shall be effective to modify this Lease. If, as per the terms of this paragraph, any provision of this lease is newly added, modified, or stricken out, the remainder of this Lease shall remain in full force and effect.

 

Remedies Not Exclusive

 

The remedies and rights contained in and conveyed by this Lease are cumulative, and are not exclusive of other rights, remedies and benefits allowed by applicable Georgia law.

 

Destruction/Condemnation Of Premises

 

In the event the leased premises shall be destroyed or rendered totally untenable by fire, windstorm, or any other cause beyond the control of Landlord, or shall be taken by eminent domain, then this Lease shall cease and terminate as of the date of such destruction or taking, and the rent shall then be accounted for between Landlord and Tenant up to the time of such damage or destruction or taking of said premises as if being prorated as of that date.

 

 

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WITNESS THE SIGNATURES OF THE PARTIES TO THIS RESIDENTIAL LEASE AGREEMENT:

 

Landlord:

LANDA APP 2 LLC - 3192 LAKE MONROE ROAD DOUGLASVILLE GA LLC

Yishai Cohen

April 30, 2022

 

Tenant:

[***]

February 26, 2022

 

Agent:

Marlena Harte

April 30, 2022

 

 

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Bed Bug Addendum

 

Tenant confirms that all furnishings and personal properties to be moved into the leased premises by each of the individuals identified in Section 2 of the Residential Lease Agreement by and between the Tenant and the Landlord (the “Lease”), are free of bed bugs.

 

Tenant hereby agrees to prevent and control possible infestation by adhering to the below list of responsibilities for the duration of the tenancy:

 

1. Inspection. The Tenant shall regularly conduct inspections for any bed bugs. If you (or anyone at the leased premise) stays in a hotel or another home, inspect all clothing, luggage, shoes, and personal belongings for signs of bedbugs before re-entering the leased premises. Check backpacks, shoes, hats, and clothing after using public transportation or visiting theaters. After guests visit, inspect beds, bedding and upholstered furniture for signs of bedbug infestation.

 

2. Duty to Report. Tenant immediately shall report any problems immediately to Landlord. Even a few bedbugs can rapidly multiply to create a major infestation that can spread to other premises. Manager will then be given access to the leased premises for inspection within 24 hours of Tenant being given notice.

 

3. Mandatory Cooperation. Tenant shall cooperate with pest control efforts. If the leased premises or a neighbor's premises is infested, a pest management professional will be called in to inspect and eradicate the problem. The pest management professional may provide you with a check list and instructional pamphlet before treatment begins.

 

4. Bedbug Treatment. Tenant hereby acknowledge that they are obligated to compensate Landlord for any expenses that may include, but are not exclusive to, legal fees, extermination fees and specialist fees that may occur due to infestations in the leased premises. In addition, Tenant must comply with recommendations and requests from the pest control specialist prior to professional treatment including but not limited to:

 

a. Place all bedding, drapes, curtains and small rugs in plastic bags for transport to laundry or dry cleaners.

 

b. Heavily infested mattresses are not salvageable and must be sealed in plastic and disposed of properly. Contact Landlord for removal and disposal. Empty dressers, nightstands and closets completely. Remove all items from floors and bag all clothing shoes, boxes, toys, etc. Bag and tightly seal washables separately from non-washable items. Used plastic bags must be disposed of properly.

 

c. Wash all machine-washable bedding, drapes, and clothing, on the hottest water temperature and dry on the highest heat setting. Items that cannot be washed must be taken to a dry cleaner who MUST be informed of the issue. You must safely discard ALL items that cannot be decontaminated.

 

d. Vacuum all floors, including the inside of closets. Vacuum all furniture including inside drawers and nightstands, mattresses, and box springs. Carefully remove vacuum bags, sealing them tightly in plastic and discarding of properly. Use a brush attachment to dislodge eggs.

 

e. Move furniture to the center of the room so that technicians can easily treat carpet edges where bedbugs congregate, as well as walls and furniture surfaces. Items must be removed from the closets to allow for treatment.

 

 

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5. Compliance. Tenant shall ensure that Tenant, each of the individuals identified in Section 2 of the Lease, and any guest occupying or using the leased premises comply with the terms and conditions of this Addendum.

 

6. Indemnification. Tenant agrees to indemnify and hold the Landlord, its affiliates, and any of its or their directors, officers, employees, agents and consultants harmless from any actions, claims, losses, damages and expenses including but not limited to attorneys' fees that Landlord may incur as a result of the negligence of Tenant, any of the individuals identified in Section 2 of the Lease, or any guest occupying or using the leased premises.

 

7. Property Insurance. It is acknowledged that the Landlord/Property Management Company/ Agent shall not be liable for any loss of personal property to the Tenant, as a result of an infestation of bedbugs. Tenant agrees to obtain personal property insurance to cover such losses.

 

8. Default. Any default of this Addendum, or of the Lease by Tenant, or any of the individuals identified in Section 2 of the Lease, shall entitle Landlord to pursue all rights and remedies available under this Addendum, the Lease, or applicable law including, but not limited to, terminating the Tenant’s right to possession of the leased premises for material non- compliance. The following will be considered material non-compliance of the Lease and Addendum:

 

a.Any misrepresentation by the Tenant in this Addendum.
b.Refusal to execute any agreement with the Landlord for the treatment of the bed bugs.
c.Failure to properly notify the landlord of the presence of bedbugs.
d.Failure to adequately prepare for treatment in the sole discretion of the pest control professional.
e.Refusal to allow the Landlord to inspect the premises.
f.Failure of the Tenant to have personal property insurance to cover damage or losses to furniture.
g.Any action that prevents treatment of the leased premises or potentially exasperates or increases the bedbug issue.

 

9. Conflicts. To the extent that the terms of this Addendum are inconsistent with the terms of the Lease, the terms of this Addendum shall control. By signing below, the undersigned Tenant agrees and acknowledge having read and understood this addendum.

 

By signing below, the undersigned Tenant agree and acknowledge having read and understood this addendum.

 

 

Real Estate Investing. Easy. Smart. For Everyone

6 W 18 St, New York, NY, 10011

landa.app

 

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WITNESS THE SIGNATURES OF THE PARTIES TO THIS RESIDENTIAL LEASE AGREEMENT:

 

Landlord:

LANDA APP 2 LLC - 3192 LAKE MONROE ROAD DOUGLASVILLE GA LLC

Yishai Cohen

April 30, 2022

 

Tenant:

[***]

February 26, 2022

 

Agent:

Marlena Harte

 

 

 

Real Estate Investing. Easy. Smart. For Everyone

6 W 18 St, New York, NY, 10011

landa.app

 

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