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): May 19, 2023

6 W. 18^th Street

New York, NY 10011

(Address of principal executive offices)

646-905-0931

(Issuer’s telephone number, including area code)

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

Item 1. Fundamental Changes

Additional Borrowings

As previously disclosed in the Company’s latest Offering Circular, which can be found here, If a Series does not initially enter into a Refinance Note or other indebtedness, it may seek to finance or further refinance any outstanding indebtedness, including the Acquisition Note and if applicable, the Refinance Note with an additional mortgage or other debt financing, including with either an affiliate or a third party (each, an “Additional Borrowing”).

On May 19, 2023, each of the following Series entered into an Additional Borrowing with L Finance LLC, the terms of which are listed in the table below. Each Additional Borrowing is secured by the Property underlying the respective Series and any other assets of the Series.

Item 9. Other Events

Transfer of Title

On May 19, 2023, Landa Properties LLC ("Landa Properties”) transferred title (the “Transfer’) to the following properties (“Properties”) to the applicable Series, as set forth in the table below. In connection with the Transfer, Landa Properties also assigned the applicable lease agreement for each of the Properties underlying the Series to the applicable Series. 

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.

3

Exhibit 6.1

COMMERCIAL PROMISSORY NOTE

This COMMERCIAL PROMISSORY NOTE (“Note”) is entered into as of May 19, 2023, and FOR VALUE RECEIVED, the undersigned, Landa App 2 LLC - [●], a Delaware series limited liability company, having an address of 6 West 18th Street, New York, NY 10011 (“Maker”), promises to pay to the order of L Finance LLC, a Delaware Limited Liability Company, at its principal place of business of 12 Abba Eban Avenue, Ackerstain Towers, Building D, 12^th Floor, Herzeliya, Israel (“Lender”), or at such other place as the holder hereof may designate, the principal sum of up to [●] ([●]) with interest on said unpaid balance computed from the date or dates of advance made to Borrower pursuant to this Note and, if applicable, that certain Construction Loan Agreement (“Loan Agreement”) of even date herewith made between Maker and Lender, together with all taxes assessed upon this Note and together with any costs, expenses, and reasonable attorney’s fees incurred in the collection of this Note or in protecting, maintaining, or enforcing its security interest or any mortgage, deed of trust or other instrument securing this Note or upon any litigation or controversy affecting this Note or the security given therefor, including, without limitation, proceedings under the United States Bankruptcy Code. Capitalized terms not defined herein shall have the respective meaning ascribed to them as set forth in the Security Instrument (as defined below).

1. Payments. Principal and interest hereunder shall be payable as follows:

1.1. Interest on the outstanding unpaid principal balance of the Note shall accrue at an annual rate equal to the greater of (a) the sum of (i) SOFR and (ii) seven percent (7%); and (b) twelve and a half percent (12.5%) (the “Interest Rate”), for the period beginning on and including the date hereof to and excluding the Maturity Date, and shall be payable at the closing of the Loan.

1.2. All interest on this Note shall be computed on the basis of a 30-day month and a 360-day calendar year.

1.3. Maker shall pay to Lender upon closing prepaid interest in an amount equal to the earned interest from the date of this Note through and including the last date of the current calendar month as set forth on the related HUD-1 Settlement Statement / Closing Disclosure dated of even date herewith.

1.4. Beginning on June 15, 2023 and continuing on the 1^st day of each and every month thereafter through and including the payment due on May 19, 2024 (“Maturity Date”), Maker shall make payments of interest only, in arrears, on the outstanding principal balance of the Note at the Interest Rate. In the event Maker fails to make a payment within five (5) days of the date such payment becomes due, Lender shall have the option, exercisable in its sole discretion, to require interest payments to be paid weekly, in arrears, on the Wednesday of each week during the term of the Loan.

1.5. Exit Fee. In consideration of Lender making the Loan to Borrower, in addition to the fees that shall be deducted from the gross proceeds of the Loan distributed upon closing as set forth on the related Loan settlement statement of even date herewith, Borrower shall pay to Lender on or before the Maturity Date a Loan exit fee in the amount of [●] ([●]), which is ONE PERCENT (1 %) of the principal amount of this Note.

1.6. If not sooner paid, the entire balance due, principal, accrued interest, and together with all other sums due hereunder, shall be due and payable in full on the Maturity Date. It is understood and agreed by Maker that if sufficient prepayments of principal have not been made, a balloon payment of the entire remaining principal balance will be due on the Maturity Date.

1.7. All payments received will be credited first to late charges and costs hereunder or under the Security Instrument or other Loan Documents, then to interest accrued at the applicable interest rate set forth herein, with the balance on account of principal, unless otherwise determined by Lender in its sole discretion.

1.8. Address for Payment. All payments due under this Note shall be payable by the Maker to Lender in Dollars, in immediately available funds without counterclaim, setoff, deduction, defense, abatement, suspension or deferment. The Lender shall provide wire instructions to the Maker. Payments must be received by the Lender on or prior to 4:00 p.m. on a Business Day; provided that, payments received by the Lender after 4:00 p.m. on a Business Day will be deemed to have been paid on the next following Business Day.

1.9. “Business Day” means any day other than a Saturday, a Sunday or any other day on which banks are authorized or required to close in New York, New York.

1.10. “SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

2. Security. This Note is secured by a first priority Open-End Commercial Deed of Trust, Security Agreement and Fixture Filing (the “Security Instrument”) on that certain piece or parcel of real property commonly known as [●] being more specifically described on Schedule A of said Security Instrument.

3. Default. If any of the following events occur (each, an “Event of Default”), Lender may declare the entire outstanding principal balance hereof, together with any other amounts that Maker owes to Lender, to be immediately due and payable:

3.1. Maker fails to pay any installment of principal and/or interest or any other charges due under this Note within five (5) days after the same becomes due and payable;

3.2. Maker defaults (and fails to timely cure, as applicable) in any other obligations, liabilities, or indebtedness with Lender (whether now existing or hereafter arising) including, without limitation, Maker’s default under the Security Instrument or Loan Agreement;

3.3. Maker, without Lender’s prior written consent, sells or otherwise disposes of all or substantially all of its property, assets, or business, of if Maker ceases any of its business operations, dissolves, or commences reorganization;

3.4. Maker makes or takes any action to make a general assignment for the benefit of its creditors or becomes insolvent or has a receiver, custodian, trustee in bankruptcy, or conservator appointed for it or for substantially all or any of its assets;

3.5. Maker files or becomes the subject of a petition in bankruptcy or upon the commencement of any proceeding or action under any bankruptcy laws, insolvency laws, relief of debtors laws, or any other similar law affecting Maker, provided, however, that Maker shall have sixty (60) days from the filing of any involuntary petition in bankruptcy to have the same discharged and dismissed;

3.6. Upon the failure by Maker to observe or perform, or upon default (and failure to timely cure) in, any covenants, agreements, or provisions in the Security Instrument, any other Loan Document or in any other instrument, document, or agreement, executed and/or delivered in connection herewith or therewith;

3.7. Any representation or statement made herein or any other representation or statement made or furnished to Lender by Maker was materially incorrect or misleading at the time it was made or furnished;

3.8. In the event of any material adverse change in the financial condition of Maker or any Guarantor of the Loan; or

3.9. Upon the death of any Guarantor of the Loan.

4. Default Rate. After the occurrence of an Event of Default, interest will accrue at the lesser of (i) TWENTY-FOUR PERCENT (24.00%) per annum or (ii) the Maximum Rate (as defined in Section 5) allowed by applicable law. Interest will continue to accrue at the Default Rate after judgment until the Note is paid in full.

5. Maximum Rate. Notwithstanding anything to the contrary contained herein, under no circumstances shall the aggregate amount paid or agreed to be paid hereunder exceed the highest lawful rate permitted under applicable usury law (the “Maximum Rate”) and the payment obligations of Maker under this Note are hereby limited accordingly. If under any circumstances, whether by reason of advancement or acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid on this Note shall include amounts which by law are deemed interest and that would exceed the Maximum Rate, Maker stipulates that payment and collection of such excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Maker and the holder of this Note, and the party receiving such excess payments shall promptly credit such excess (to the extent only of such payments in excess of Maximum Rate) against the unpaid principal balance hereof and any portion of such excess payments not capable of being so credited shall be refunded to Maker.

6. Prepayment. Provided that Maker is not in default hereunder, may prepay all or any portion of the unpaid principal balance of this Note at any time without penalty. Any such prepayment shall be applied first to any costs or charges due hereunder or under the Security Instrument or other Loan Documents, then to interest due and owing hereunder, and then to principal then outstanding, in inverse order of maturity, unless Lender determines otherwise in its sole discretion.

7. Late Charge. It is further agreed that the holder hereof may collect a late charge equal to ten percent (10%) of any payment required hereunder or required under any security agreement, mortgage, deed of trust, or any other instrument, document, or agreement executed and/or delivered in connection herewith that is not paid within five (5) calendar days of the due date thereof, other than the final entire balance due as set forth in Section 1.5 above, including unpaid principal, accrued interest, and together with all other sums due hereunder, which if not paid in full on or before the Maturity Date, Lender may collect a late charge equal to one percent (1%) of such total amount. This late charge is to cover the extra expenses involved in handling delinquent payments and is not to be construed to cover other costs and attorney’s fees incurred in any action to collect this Note or to foreclose the Security Instrument securing the same. This provision shall not affect or limit the holder’s rights or remedies with respect to any Event of Default.

8. Costs and Expenses. To the fullest extent allowed by applicable law, Maker shall pay: (a) all expenses and costs, including reasonable attorney’s fees and costs incurred by Lender or any Loan servicer as a result of any default under this Note or in connection with efforts to collect any amount due under this Note, or to enforce the provisions of any of the other Loan Documents (whether or not any lawsuit or other proceeding is instituted), including those incurred in post-judgment collection efforts and in any bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding) or judicial or non-judicial foreclosure proceeding; and (b) all expenses and costs, including reasonable attorney’s fees and costs, incurred by Lender or any Loan servicer in connection with the servicing of the Loan, including without limitation responding to requests from Maker, and expenses and costs incurred in connection with potential defaults or other legal questions regarding the Loan.

9. Limited Recourse Personal Liability. Each Guarantor (as defined in the Guaranty) shall have only limited recourse and/or personal liability pursuant to such Guaranty.

10. Lien/Set Off. Maker hereby gives the holder hereof a lien and right of set off for all of Maker’s liabilities to the holder hereof or Lender upon and against all deposits, credits, and other property of Maker now or hereafter in the possession or control of the holder hereof, or in transit to it, excepting however, funds held in trust by Maker. All payments shall be made in lawful currency of the United States of America in immediately available funds, without abatement, counterclaim, or set-off, and free and clear of, and without any deduction or withholding for, any taxes or other matters.

11. Commercial Purpose of Loan; Use of Loan Proceeds. Maker represents and warrants that the proceeds of this Note are to be used solely for business and commercial purposes and not at all for any personal, family, household, or other noncommercial or farming or agricultural purposes. Maker acknowledges that Lender is making the Loan to Maker in reliance upon the above representation by Maker. The above representation by Maker will survive the closing of the Loan and repayment of amounts due to Lender hereunder.

12. Other Obligations. To the extent that the outstanding balance of this Note is reduced or paid in full by reason of any payment to Lender by an accommodation of Maker, endorser, or Guarantor, and all or any part of such payment is rescinded, avoided, or recovered from Lender for any reason whatsoever, including, without limitation, any proceedings in connection with the insolvency, bankruptcy, or reorganization of the accommodation maker, endorser, or Guarantor, the amount of such rescinded, avoided, or returned payment shall be added to or, in the event this Note has been previously paid in full, shall revive the principal balance of this Note upon which interest may be charged at the applicable rate set forth in this Note and shall be considered part of the outstanding balance of this Note and all terms and provisions herein shall thereafter apply to the same.

13. Waiver. MAKER (AND EACH AND EVERY ENDORSER, GUARANTOR, AND SURETY OF THIS NOTE) ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION, AND HEREBY VOLUNTARILY AND KNOWINGLY WAIVES THE RIGHT TO NOTICE AND HEARING, and further waives diligence, demand, presentment for payment, notice of nonpayment, protest and notice of protest and notice of any renewals or extensions of this Note, and all rights under any statute of limitations, and agrees that the time for payment of this Note may be changed and extended as provided in said mortgage, deed of trust, or any security agreement, without impairing Maker’s liability thereon, and further consents to the release of all or any part of the security for the payment hereof, or the release of any party liable for this obligation without affecting the liability of the other parties hereto, with all such waivers applying to the extent not prohibited by applicable law. Any delay on the part of the holder hereof in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted for one occasion shall not operate as waiver in the event of any subsequent default. TO THE MAXIMUM EXTENT PERMITED AND ENFORCEABLE UNDER APPLICABLE LAW, MAKER FURTHER WAIVES TRIAL BY JURY AND ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, AND ONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF THE WAIVER BY ITS ATTORNEY.

14. Binding Effect. This Note shall be binding on Maker and shall inure to the benefit of Lender.

15. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of North Carolina, without reference to conflicts of laws principals thereof.

16. Jurisdiction. AT LENDER’S ELECTION, TO BE ENTERED IN ITS SOLE DISCRETION, ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST BORROWER OR LENDER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NORTH CAROLINA, AND BORROWER WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

17. Joint and Several. Should this Note be signed by more than one Maker, references in this Note to Maker in the singular shall include the plural and all obligations herein contained shall be joint and several of each signer hereof.

18. Rights Cumulative. The rights and remedies of Lender shall be cumulative and not in the alternative, and shall include all rights and remedies granted herein, in any document referred to herein or executed, and/or delivered in connection herewith, and under all applicable laws, and the exercise of any one or more of them will not be a waiver of any other.

19. Severability. If any term, clause, or provision hereof shall be adjudged to be invalid or unenforceable by a court of appropriate jurisdiction, the validity and enforceability of the remainder shall not affected thereby and each such term, clause, or provision shall be valid and enforceable to the fullest extent permitted by law.

20. Assignment. This Note is made and entered into for the sole protection and benefit of Lender and Maker, and no other person or persons shall have any right of action under this Note. This Note cannot be assigned and to effect a transfer of any interest in the Indebtedness evidenced by this Note it must be surrendered for termination and a new note signed by the Maker for the benefit of the new holder.

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(Signature Page Follows)

IN WITNESS WHEREOF, this Promissory Note has been duly executed by Maker as of the date first above written.

Exhibit 6.2

SECURED NOTE

FOR VALUE RECEIVED, the undersigned, Landa App 2 LLC - [●], a Delaware series limited liability company (“Borrower”), whose address is 6 West 18^th Street 12^th Floor, New York, NY 10011, hereby promises to pay to L Finance LLC, a Delaware limited liability company, or order (“Lender”), whose address is 12 Abba Eban Avenue, Ackerstain Towers, Building D, 12^th Floor, Herzeliya, Israel, the principal sum of $[●], together with interest on the unpaid principal balance of this Note, as follows:

1. Interest. Interest on the unpaid principal balance will accrue from the date the proceeds have been distributed to or on behalf of the Borrower (the “Date of Advance”) at an annual rate equal to the greater of (a) the sum of (i) SOFR and (ii) seven percent (7%); and (b) twelve and a half percent (12.5%).

1.1. Computation of Interest. Interest on this Note is computed on a 30/360 basis; that is, with the exception of odd days before the first full payment cycle, monthly interest is calculated by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by a month of 30 days. Interest for the odd days before the first full month and any partial month in which the loan is repaid in full is calculated on the basis of the actual days and a 365-day year and shall include the day of payoff.  All interest payable under this Note is computed using this method.

2. Payment Obligations.

2.1. In General. Borrower will make a payment each month until the entire indebtedness evidenced by this Note and all accrued and unpaid principal, interest and other charges due hereunder have been paid in full. If Borrower still owes amounts under this Note on May 19, 2024 (the “Maturity Date”), Borrower will pay those amounts in full on that date. Payments due under the Note shall be made in U.S. currency. Further, if any check or other instrument received by Lender as payment under the Note or the Security Instrument is returned to Lender unpaid, Lender may require that any or all subsequent payments due under this Note and the Security Instrument be made in one or more of the following forms, as selected by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer’s check or cashier’s check, provided any such check is drawn upon an institution whose deposits are insured by a federal agency, instrumentality, or entity; (d) Electronic Funds Transfer; or (e) wire. Lender reserves the right, in its sole and absolute discretion, to require payment in any other manner.

2.2. Initial Interest-Only Payments. Interest-only payments shall be due and payable in consecutive monthly installments commencing with the first payment due on June 15, 2023 and continuing for a period of nine (9) consecutive months, with a final payment due May 19, 2024.  The payment is calculated based on the principal advanced at loan closing and shall increase based on amounts advanced.

2.2.1. Per Diem Interest. In addition to the first payment identified above, Borrower shall remit any unpaid interest from the Date of Advance through the remainder of the month in which this loan closed.

2.3. Balloon Payment. The payment schedule for this Loan requires that on the Maturity Date Borrower make a balloon payment of all unpaid principal, interest, charges, fees, costs and any other unpaid amounts due under the Loan Documents.

2.4. Delivery of Payments. Payments shall be paid by the Borrower to Lender in Dollars, in immediately available funds without counterclaim, setoff, deduction, defense, abatement, suspension or deferment. The Lender shall provide wire instructions to the Borrower. Payments must be received by the Lender on or prior to 4:00 p.m. on a Business Day; provided that, payments received by the Lender after 4:00 p.m. on a Business Day will be deemed to have been paid on the next following Business Day.

2.5. Order of Application of Payments. Each payment under this Note shall be credited in the following order: (a) costs, fees, charges, and advances paid or incurred by Lender or payable to Lender and interest under any provision of this Note, the Loan Agreement, or the Security Instrument, in such order as Lender, in its sole and absolute discretion, elects, (b) interest payable under the Note, and (c) principal under the Note.

2.6. Other Terms. This Note is subject to the following additional terms as provided for in the Loan Agreement. See headings in Loan Agreement sections for applicability.

3. Default. On (a) Borrower’s failure to pay any installment or other sum due under this Note when due and payable (whether by extension, acceleration, or otherwise), (b) an Event of Default (as defined in the Loan Agreement), or (c) any breach of any other promise or obligation in this Note or in any other instrument now or hereafter securing the indebtedness evidenced by this Note, then, and in any such event, Lender may, at its option, declare this Note (including, without limitation, all accrued interest) due and payable immediately regardless of the Maturity Date. Borrower expressly waives notice of the exercise of this option.

4. Prepayment.

4.1. Prepayment Premium. Borrower may prepay this Note in whole or in part at any time without paying a premium. All prepayments of principal on this Note shall be applied to the most remote principal installment or installments then unpaid.

4.2. Ability to Pay Prepayment. Borrower shall have no right to prepay and Lender shall have no duty to accept full or partial prepayment of this Note without Borrower giving Lender seven (7) days prior notice of its intention to prepay this Note. Said notice shall include the amount Borrower intends to repay. Borrower shall pay Lender the principal due under this Note together with (a) any prepayment premium contemplated in this Note and (b) any accrued but yet unpaid interest and fees.

4.3. Prepayment Waivers. BORROWER ACKNOWLEDGES AND AGREES THAT BORROWER HAS NO RIGHT TO PREPAY THIS NOTE EXCEPT AS PROVIDED IN THIS SECTION 5. BORROWER FURTHER ACKNOWLEDGES AND AGREES THAT IF THE MATURITY DATE IS ACCELERATED BY LENDER PURSUANT TO THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, A JUNIOR LIEN LENDER OF THE PROPERTY), AND BORROWER OR ANY THIRD PERSON THEREAFTER SEEKS TO PAY OFF SUCH ACCELERATED INDEBTEDNESS OR PURCHASE THE PROPERTY AT A FORECLOSURE SALE (WHETHER JUDICIAL OR NON-JUDICIAL), SUCH PAYOFF OR PURCHASE SHALL CONSTITUTE A PREPAYMENT HEREUNDER AND THE PREPAYMENT PREMIUM SET FORTH ABOVE SHALL BE DUE IN THE EVENT PREPAYMENT OCCURS. BY INITIALING BELOW, BORROWER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT BORROWER SHALL PAY THE PREPAYMENT PREMIUM, EVEN IN THE CASE WHERE LENDER HAS ACCELERATED THE MATURITY DATE PURSUANT TO THE LOAN DOCUMENTS; THAT THE CALCULATION OF THE PREPAYMENT PREMIUM IS FAIR AND REASONABLE TO COMPENSATE LENDER FOR THE LOSS WHICH LENDER MAY INCUR AS A RESULT OF PREPAYMENT OF THIS NOTE; THAT BORROWER WAIVES ANY RIGHT BORROWER MAY HAVE OR CLAIM TO HAVE UNDER NEW YORK LAW; AND THAT LENDER HAS MADE THE LOAN EVIDENCED BY THIS NOTE IN RELIANCE ON THE AGREEMENTS AND WAIVERS OF BORROWER IN THIS SECTION AND LENDER WOULD NOT HAVE MADE THE LOAN WITHOUT SUCH AGREEMENTS AND WAIVERS.

BORROWER’S INITIALS: [●]

5. Interest on Default. If Borrower is in default under the Loan Documents and such default is not cured within 10 days of the receipt of notice from the Lender, then at the sole and absolute discretion of Lender and without notice or opportunity to cure, the entire unpaid principal balance shall immediately bear an annual interest rate equal to the lesser of (a) twenty-four precent (24%); or (b) the maximum interest rate allowed by law (the “Default Rate”). If the Maturity Date is accelerated, the unpaid principal shall accrue interest at the Default Rate only until the default is cured and the Security Instrument is reinstated. Borrower acknowledges and agrees that it would be extremely difficult or impractical to fix the actual damages resulting from Borrower’s failure to pay the principal, accrued interest and other sums due on the Maturity Date, and therefore Borrower shall pay interest at the Default Rate not as a penalty, but for purposes of defraying the expenses incident to handling the past due principal, accrued interest and other sums due under this Note. Interest at the Default Rate represents the reasonable estimate of the loss that may be sustained by Lender due to the failure of Borrower to pay the principal, accrued interest and other sums due on the Maturity Date. Interest at the Default Rate shall be payable by Borrower without prejudice to the rights of Lender to collect any other amounts to be paid under this Note (including, without limitation, late charges), the Loan Agreement, or the Security Instrument.

6. Due-on-Sale. If Borrower (a) sells, gives an option to purchase, exchanges, assigns, conveys, encumbers (including, but not limited to PACE/HERO loans, any loans where payments are collected through property tax assessments, and super-voluntary liens which are deemed to have priority over the lien of the Security Instrument) (other than with a Permitted Encumbrance as defined in the Security Instrument), transfers possession, or alienates all or any portion of the Property, or any of Borrower’s interest in the Property, or suffers its title to, or any interest in, the Property to be divested, whether voluntarily or involuntarily; or if there is a sale or transfer of any interests in Borrower; or if Borrower changes or permits to be changed the character or use of the Property, or drills or extracts or enters into any lease for the drilling or extracting of oil, gas, or other hydrocarbon substances or any mineral of any kind or character on the Property; or (b) if title to such Property becomes subject to any lien or charge, voluntary or involuntary, contractual or statutory, without Lender’s prior written consent, or (c) if a junior voluntary or involuntary deed of trust or mortgage lien in favor of another lender encumbers the Mortgaged Property (other than a Permitted Encumbrance) without Lender’s express prior written consent thereto, which consent may be withheld in Lender’s absolute and sole discretion, then Lender, at Lender’s option, may, without prior notice and subject to Applicable Law, declare all sums secured by the Security Instrument, regardless of their stated due date(s), immediately due and payable and may exercise all rights and remedies in the Loan Documents.

7. Waiver. Borrower, endorsers, and all other persons liable or to become liable on this Note waive diligence, presentment, protest and demand, and also notice of protest, demand, nonpayment, dishonor and maturity and consents to any extension of the time or terms of payment hereof, any and all renewals or extensions of the terms hereof, any release of all or any part of the security given for this Note, any acceptance of additional security of any kind and any release of any party liable under this Note. Any such renewals or extensions may be made without notice to Borrower.

8. Notice. Any notice required to be provided in this Note shall be given in accordance with the notice requirements provided in the Loan Agreement.

9. Assignment. This Note is made and entered into for the sole protection and benefit of Lender and Borrower, and no other Person or Persons shall have any right of action under this Note. This Note cannot be assigned and to effect a transfer of any interest in the Secured Obligations evidenced by this Note it must be surrendered for termination and a new note signed by the Borrower for the benefit of the new holder.

10. Usury. All agreements between Borrower and Lender are expressly limited, so that in no event or contingency, whether because of the advancement of the proceeds of this Note, acceleration of maturity of the unpaid principal balance, or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance, or retention of the money to be advanced under this Note exceed the highest lawful rate permissible under applicable usury laws. If, under any circumstances, fulfillment of any provision of this Note, or the Loan Documents, after timely performance of such provision is due, shall involve exceeding the limit of validity prescribed by law that a court of competent jurisdiction deems applicable, then, ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity. If, under any circumstances, Lender shall ever receive as interest an amount that exceeds the highest lawful rate, the amount that would be excessive interest shall be applied to reduce the unpaid principal balance under this Note and not to pay interest, or, if such excessive interest exceeds the unpaid principal balance under this Note, such excess shall be refunded to Borrower. This provision shall control every other provision of all agreements between Borrower and Lender.

11. Capitalized Terms. Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Loan Documents (as defined in the Loan Agreement).

12. Loan Agreement. This Note is also secured by and is subject to the provisions of that certain Loan and Security Agreement of even date herewith (the “Loan Agreement”) between Borrower and Lender, and all Collateral referenced and incorporated in the Loan Agreement. As specifically provided in the Loan Agreement, if Borrower defaults under this Note, Lender has the right and option to foreclose against any Collateral provided under the Loan Agreement.

13. Documentary Stamp Tax. Documentary stamps in the amount required by Florida Law have been purchased and affixed to the Mortgage.

This Agreement May be Executed in Counter-Parts.

[Signatures Follow]

 

	BORROWER:
	Landa App 2 LLC - [●], a Delaware series limited liability company
	By:
		[●]