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): January 25, 2024
Landa App LLC
(Exact name of issuer as specified in its charter)
| Delaware |
|
85-1099443 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
20 W. 22nd Street
Suite 1411
New York, NY 10010
(Address of principal executive offices)
646-905-0931
(Issuer’s telephone number, including area
code)
| Membership
Interests: |
| |
| Landa App LLC - 1000 Fox Valley Trail Stone Mountain GA LLC |
|
Landa App LLC - 1007 Leeward Way Jonesboro GA LLC |
| Landa App LLC - 10119 Commons Way Jonesboro GA LLC |
|
Landa App LLC - 10121 Morris Drive SW Covington GA LLC |
| Landa App LLC - 10183 Starr Street SW Covington GA LLC |
|
Landa App LLC - 103 Starlake Drive Jackson GA LLC |
| Landa App LLC - 10433 Candlelight Road Jonesboro GA LLC |
|
Landa App LLC - 104 Summerfield Drive Mcdonough GA LLC |
| Landa App LLC - 105 Anne Street Hampton GA LLC |
|
Landa App LLC - 107 Oakwood Circle Griffin GA LLC |
| Landa App LLC - 109 Amberwood Lane Griffin GA LLC |
|
Landa App LLC - 10 Oak Wood Lane Covington GA LLC |
| Landa App LLC - 10 Windridge Drive Covington GA LLC |
|
Landa App LLC - 110 Shenandoah Drive Covington GA LLC |
| Landa App LLC - 1110 Parkview Drive Griffin GA LLC |
|
Landa App LLC - 11187 Shannon Circle Hampton GA LLC |
| Landa App LLC - 111 Fir Drive Mcdonough GA LLC |
|
Landa App LLC - 112 Ridge Street Locust Grove GA LLC |
| Landa App LLC - 11322 Michelle Way Hampton GA LLC |
|
Landa App LLC - 11447 S Grove Drive Hampton GA LLC |
| Landa App LLC - 1147 Village Way Stone Mountain GA LLC |
|
Landa App LLC - 114 Starlake Drive Jackson GA LLC |
| Landa App LLC - 115 Lakeview Drive Stockbridge GA LLC |
|
Landa App LLC - 1160 Gable Terrace Jonesboro GA LLC |
| Landa App LLC - 1190 Kirkland Road Covington GA LLC |
|
Landa App LLC - 1201 Kilrush Drive Mableton GA LLC |
| Landa App LLC - 120 Rosewood Drive Mcdonough GA LLC |
|
Landa App LLC - 124 Libby Lane Jonesboro GA LLC |
| Landa App LLC - 12641 Alcovy Road Covington GA LLC |
|
Landa App LLC - 126 E Mimosa Drive Jonesboro GA LLC |
| Landa App LLC - 12 Mintz Street Griffin GA LLC |
|
Landa App LLC - 1320 Winona Avenue Griffin GA LLC |
| Landa App LLC - 133 Dove Landing Social Circle GA LLC |
|
Landa App LLC - 137 Southern Shores Road Jackson GA LLC |
| Landa App LLC - 138 Sandalwood Circle Lawrenceville GA LLC |
|
Landa App LLC - 140 High Ridge Road Covington GA LLC |
| Landa App LLC - 141 Longstreet Circle Oxford GA LLC |
|
Landa App LLC - 1443 Pebble Ridge Lane Hampton GA LLC |
| Landa App LLC - 146 Crystal Brook Griffin GA LLC |
|
Landa App LLC - 1473 Brownleaf Drive Jonesboro GA LLC |
| Landa App LLC - 1485 Bola Court Jonesboro GA LLC |
|
Landa App LLC - 1490 Diplomat Drive Riverdale GA LLC |
| Landa App LLC - 153 Cliffside Court Riverdale GA LLC |
|
Landa App LLC - 157 Wells Road Jenkinsburg GA LLC |
| Landa App LLC - 160 Chimney Ridge Trail Stockbridge GA LLC |
|
Landa App LLC - 164 Longstreet Circle Oxford GA LLC |
| Landa App LLC - 1666 W Poplar Street Griffin GA LLC |
|
Landa App LLC - 1683 Spoonbill Road Hampton GA LLC |
| Landa App LLC - 1689 Viceroy Way Riverdale GA LLC |
|
Landa App LLC - 171 Davidson Drive Griffin GA LLC |
| Landa App LLC - 1768 Glen View Way Hampton GA LLC |
|
Landa App LLC - 181 Watercress Court Stockbridge GA LLC |
| Landa App LLC - 188 Timberline Road Jackson GA LLC |
|
Landa App LLC - 189 Shenandoah Drive Riverdale GA LLC |
| Landa App LLC - 1903 Old Concord Drive SE Covington GA LLC |
|
Landa App LLC - 195 Branchwood Drive Covington GA LLC |
| Landa App LLC - 195 Fairclift Drive Covington GA LLC |
|
Landa App LLC - 195 Hunters Trace Covington GA LLC |
| Landa App LLC - 196 Montego Circle Riverdale GA LLC |
|
Landa App LLC - 204 N Main Court Stockbridge GA LLC |
| Landa App LLC - 2055 Grove Way Hampton GA LLC |
|
Landa App LLC - 20 Chimney Smoke Drive Stockbridge GA LLC |
| Landa App LLC - 212 Fleeta Drive Covington GA LLC |
|
Landa App LLC - 215 Central Lake Circle Griffin GA LLC |
| Landa App LLC - 2177 East Chester Circle Southeast Conyers GA LLC |
|
Landa App LLC - 217 Glenloch Court Stockbridge GA LLC |
| Landa App LLC - 221 Lakeview Drive Stockbridge GA LLC |
|
Landa App LLC - 2264 Chestnut Hill Circle Decatur GA LLC |
| Landa App LLC - 235 Lazy Hollow Lane Covington GA LLC |
|
Landa App LLC - 2425 Cornell Circle Mcdonough GA LLC |
| Landa App LLC - 2443 Hodges Farm Road Mansfield GA LLC |
|
Landa App LLC - 253 Marco Drive Social Circle GA LLC |
| Landa App LLC - 255 Countryside Lane Covington GA LLC |
|
Landa App LLC - 258 Rocky Point Road Covington GA LLC |
| Landa App LLC - 25 Pleasant Valley Road Mcdonough GA LLC |
|
Landa App LLC - 263 Rocky Point Road Covington GA LLC |
| Landa App LLC - 270 Mountain Lane Covington GA LLC |
|
Landa App LLC - 270 Mountain Way Covington GA LLC |
| Landa App LLC - 270 Pleasant Hills Drive Covington GA LLC |
|
Landa App LLC - 2794 Norfair Loop Lithonia GA LLC |
| Landa App LLC - 2813 Vicksburg Court Decatur GA LLC |
|
Landa App LLC - 2933 Coffer Drive Ellenwood GA LLC |
| Landa App LLC - 3011 Raintree Drive SE Conyers GA LLC |
|
Landa App LLC - 3043 Highway 81 S Covington GA LLC |
| Landa App LLC - 304 Deerfield Drive Jonesboro GA LLC |
|
Landa App LLC - 30 High Ridge Road Covington GA LLC |
| Landa App LLC - 30 Roosevelt Road Covington GA LLC |
|
Landa App LLC - 313 Blue Heron Drive Jonesboro GA LLC |
| Landa App LLC - 3202 Chippewa Drive Rex GA LLC |
|
Landa App LLC - 350 Cadiz Lane S College Park GA LLC |
| Landa App LLC - 351 Wesley Park Drive Jonesboro GA LLC |
|
Landa App LLC - 35 Clay Court Covington GA LLC |
| Landa App LLC - 3603 Manhattan Drive Decatur GA LLC |
|
Landa App LLC - 3667 Patti Parkway Decatur GA LLC |
| Landa App LLC - 404 Barberry Lane Stockbridge GA LLC |
|
Landa App LLC - 412 Kendall Lane Mcdonough GA LLC |
| Landa App LLC - 416 Autumn Lake Court Mcdonough GA LLC |
|
Landa App LLC - 432 Manor Estates Drive Stockbridge GA LLC |
| Landa App LLC - 43 Darwin Drive Jonesboro GA LLC |
|
Landa App LLC - 440 Freestone Drive Newnan GA LLC |
| Landa App LLC - 4447 Lake Breeze Drive Stone Mountain GA LLC |
|
Landa App LLC - 445 Independence Drive Jonesboro GA LLC |
| Landa App LLC - 449 Kara Lane Mcdonough GA LLC |
|
Landa App LLC - 45 Blue Jay Drive Covington GA LLC |
| Landa App LLC - 45 Laurel Way Covington GA LLC |
|
Landa App LLC - 4702 Saint James Way Decatur GA LLC |
| Landa App LLC - 4732 Pinedale Drive Forest Park GA LLC |
|
Landa App LLC - 497 Georgia Highway 212 Covington GA LLC |
| Landa App LLC - 5039 East Street Forest Park GA LLC |
|
Landa App LLC - 5040 Huntshire Lane Lilburn GA LLC |
| Landa App LLC - 513 Jarrett Court Mcdonough GA LLC |
|
Landa App LLC - 5143 Pinecrest Drive SW Covington GA LLC |
| Landa App LLC - 524 Sawmill Road Hampton GA LLC |
|
Landa App LLC - 5329 Shirewick Lane Lithonia GA LLC |
| Landa App LLC - 540 Cowan Road Covington GA LLC |
|
Landa App LLC - 5411 Rocky Pine Drive Lithonia GA LLC |
| Landa App LLC - 550 Cowan Road Covington GA LLC |
|
Landa App LLC - 5581 Fox Glen Circle Lithonia GA LLC |
| Landa App LLC - 55 Myrtle Grove Lane Covington GA LLC |
|
Landa App LLC - 565 Mountainview Drive Covington GA LLC |
| Landa App LLC - 5737 Strathmoor Manor Circle Lithonia GA LLC |
|
Landa App LLC - 5801 Strathmoor Manor Circle Lithonia GA LLC |
| Landa App LLC - 6104 Oakwood Circle SW Covington GA LLC |
|
Landa App LLC - 6107 Shadow Glen Court Covington GA LLC |
| Landa App LLC - 6113 Pine Glen Circle SW Covington GA LLC |
|
Landa App LLC - 6119 Pineneedle Drive SW Covington GA LLC |
| Landa App LLC - 615 Barshay Drive Covington GA LLC |
|
Landa App LLC - 6168 Wheat Street NE Covington GA LLC |
| Landa App LLC - 6178 Green Acres Drive SW Covington GA LLC |
|
Landa App LLC - 6386 Forester Way Lithonia GA LLC |
| Landa App LLC - 6404 Walnut Way Union City GA LLC |
|
Landa App LLC - 643 Sycamore Drive Jonesboro GA LLC |
| Landa App LLC - 653 Georgetown Lane Jonesboro GA LLC |
|
Landa App LLC - 65 Freedom Court Covington GA LLC |
| Landa App LLC - 6635 Kimberly Mill Road College Park GA LLC |
|
Landa App LLC - 6653 Bedford Road Rex GA LLC |
| Landa App LLC - 6710 Sunset Hills Boulevard Rex GA LLC |
|
Landa App LLC - 6762 Bent Creek Drive Rex GA LLC |
| Landa App LLC - 683 Wood Path Court Stone Mountain GA LLC |
|
Landa App LLC - 709 Georgetown Court Jonesboro GA LLC |
| Landa App LLC - 70 Shenandoah Lane Covington GA LLC |
|
Landa App LLC - 7107 Geiger Street NW Covington GA LLC |
| Landa App LLC - 7205 Lakeview Drive SW Covington GA LLC |
|
Landa App LLC - 750 Georgetown Court Jonesboro GA LLC |
| Landa App LLC - 752 Chestnut Drive Jackson GA LLC |
|
Landa App LLC - 7781 Mountain Creek Way Douglasville GA LLC |
| Landa App LLC - 7950 Woodlake Drive Riverdale GA LLC |
|
Landa App LLC - 800 Mills Drive Covington GA LLC |
| Landa App LLC - 808 Hillandale Lane Lithonia GA LLC |
|
Landa App LLC - 80 High Ridge Road Covington GA LLC |
| Landa App LLC - 8110 Devonshire Drive Jonesboro GA LLC |
|
Landa App LLC - 8121 Spillers Drive SW Covington GA LLC |
| Landa App LLC - 8233 Creekline Court Riverdale GA LLC |
|
Landa App LLC - 8302 Sterling Lakes Drive Covington GA LLC |
| Landa App LLC - 85 Kirkland Court Covington GA LLC |
|
Landa App LLC - 85 Thorn Thicket Way Rockmart GA LLC |
| Landa App LLC - 8819 Leafwood Court Riverdale GA LLC |
|
Landa App LLC - 8855 Rugby Court Jonesboro GA LLC |
| Landa App LLC - 9020 Sterling Ridge Lane Jonesboro GA LLC |
|
Landa App LLC - 9150 Spillers Drive SW Covington GA LLC |
| Landa App LLC - 925 Mote Road Covington GA LLC |
|
Landa App LLC - 9409 Forest Knoll Drive Jonesboro GA LLC |
| Landa App LLC - 9434 Cedar Creek Place Douglasville GA LLC |
|
Landa App LLC - 9597 Pintail Trail Jonesboro GA LLC |
| Landa App LLC - 974 Laurel Street Lake City GA LLC |
|
Landa App LLC - 10167 Port Royal Court Jonesboro GA LLC |
| Landa App LLC - 1246 Elgin Way Riverdale GA LLC |
|
Landa App LLC - 1394 Oakview Circle Forest Park GA LLC |
| Landa App LLC - 1445 Maple Valley Court Union City GA LLC |
|
Landa App LLC - 168 Brookview Drive Riverdale GA LLC |
| Landa App LLC - 1701 Summerwoods Lane Griffin GA LLC |
|
Landa App LLC - 1703 Summerwoods Lane Griffin GA LLC |
| Landa App LLC - 1712 Summerwoods Lane Griffin GA LLC |
|
Landa App LLC - 1741 Park Lane Griffin GA LLC |
| Landa App LLC - 1743 Summerwoods Lane Griffin GA LLC |
|
Landa App LLC - 1750 Summerwoods Lane Griffin GA LLC |
| Landa App LLC - 1910 Grove Way Hampton GA LLC |
|
Landa App LLC - 268 Brookview Drive Riverdale GA LLC |
| Landa App LLC - 4267 High Park Lane East Point GA LLC |
|
Landa App LLC - 4474 Highwood Park Drive East Point GA LLC |
| Landa App LLC - 593 Country Lane Drive Jonesboro GA LLC |
|
Landa App LLC - 6436 Stone Terrace Morrow GA LLC |
| Landa App LLC - 6440 Woodstone Terrace Morrow GA LLC |
|
Landa App LLC - 6848 Sandy Creek Drive Riverdale GA LLC |
| Landa App LLC - 687 Utoy Court Jonesboro GA LLC |
|
Landa App LLC - 729 Winter Lane Jonesboro GA LLC |
| Landa App LLC - 7349 Exeter Court Riverdale GA LLC |
|
Landa App LLC - 773 Villa Way Jonesboro GA LLC |
| Landa App LLC - 843 Tramore Drive Stockbridge GA LLC |
|
Landa App LLC - 8569 Creekwood Way Jonesboro GA LLC |
| Landa App LLC - 8641 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8645 Embrey Drive Jonesboro GA LLC |
| Landa App LLC - 8651 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8652 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8653 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8654 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8655 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8658 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8659 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8662 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8667 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8668 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8670 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8671 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8674 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8675 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8676 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8677 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8678 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8679 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8683 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8691 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8692 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8693 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8694 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8697 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8780 Churchill Place Jonesboro GA LLC |
|
Landa App LLC - 8796 Parliament Place Jonesboro GA LLC |
| Landa App LLC - 9439 Lakeview Road Union City GA LLC |
|
|
(Title of each class of securities issued pursuant
to Regulation A)
Item 1. Fundamental Changes
Refinance Note
As previously disclosed in the Company’s
latest Offering Circular, which can be found here, each Series is expected to pay down, or otherwise discharge, the outstanding
balance of its Acquisition Note with (i) the proceeds received in exchange for a commercial promissory note bearing interest at current
market rates to be issued by a third party lender (a “Refinance Lender”) after the qualification date of the offering statement
of which the Offering Circular forms a part (a “Refinance Note”), and (ii) substantially all of the net proceeds from the
Series Offering. Further, the Company filed Supplement #7 to its Offering Circular on June 26, 2023, which expressly amended the definition
of “Refinance Lender” to include a third party lender or an affiliate of the Manager, a copy of which can be found here.
In furtherance of the above, on January 25, 2024,
the Series listed below entered into a Refinance Note with Landa Financing LLC, an affiliate of the Series and its Manager, the terms
of which are listed in the table below. The Refinance Note is secured by the Property underlying the respective Series and any other assets
of the Series, and bears interest at a rate equal to Overnight SOFR + 3.5%.
| Landa Series LLC Borrower | |
Loan
Amount | | |
Interest
Rate | |
Loan Date | |
Maturity
Date |
| Landa App LLC – 8671 Ashley Way Douglasville GA LLC | |
$ | 120,466.0 | | |
(1) | |
01/25/2024 | |
01/25/2026 |
| (1) |
Bears interest at Overnight SOFR + 3.5%. |
The foregoing is a summary of the terms of the
Mortgage Loan and does not purport to be a complete description of such terms. This summary is qualified in its entirety by reference
to the Mortgage Loan, a final copy of which is filed as Exhibit 6.1 hereto.
Property Insurance Expiration
Lastly, the Offering Circular states that the Manager
cannot ensure that property insurance will be adequate to cover actual losses or that such insurance will continue to be available at
reasonable costs, if at all, which could inhibit a Series’ ability to finance or refinance the underlying Property and result in
uninsured losses. In such instances, a Series may be required to provide other financial support, either through financial assurances
or self-insurance to cover potential losses. A Series may not have adequate coverage for such losses. If a Property incurs a loss that
is not fully insured, the value of the Series’ asset will be reduced by such uninsured loss, which would reduce the value of the
investment.
Accordingly, and in connection with the paragraph
above, the Manager has determined that carrying insurance for the following two Series is no longer reasonable or available at reasonable
costs, and the property insurance policy for these two Series will expire effective November 2, 2023:
| Series |
|
Property |
| Landa App LLC – 8671 Ashley Way Douglasville GA LLC |
|
8671 Ashley Way, Douglasville, GA 30134 |
EXHIBITS
The following exhibits are filed herewith:
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: January 25, 2024 |
|
| |
|
| |
Landa App LLC |
| |
|
| |
By: |
Landa Management LLC, |
| |
|
as manager |
| |
|
|
| |
By: |
Landa Holdings, Inc.,
as member manager |
| |
|
| |
By: |
/s/ Yishai Cohen |
| |
Name: |
Yishai Cohen |
| |
Title: |
Chairman, Chief Executive Officer, and President |
Exhibit 6.1
COMMERCIAL PROMISSORY NOTE
This COMMERCIAL PROMISSORY
NOTE (“Promissory Note”) is entered into as of January 25, 2024 (“Disbursement Date”), and FOR VALUE
RECEIVED, the undersigned, Landa App LLC – 8671 Ashley Way Douglasville GA LLC, a Delaware series limited liability company, having
an address of 20 West 22nd Street, Suite 1411, New York, NY 10010 (“Maker”), jointly and severally (if more than one)
promises to pay to the order of Landa Financing LLC, a Delaware Limited Liability Company, at its principal place of business at 20 West
22nd Street, Suite 1411, New York, NY 10010 (“Lender”), or at such other place as the holder hereof may designate,
the principal sum of to one hundred thirty two thousand nine hundred seventy two dollars ($120,466.00),with interest on the unpaid
principal balance, as hereinafter provided, together with all taxes assessed upon this Note and together with any costs, expenses, and
reasonable attorney’s fees actually 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.
1. Defined
Terms.
“Event of Default”
and other capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Security Instrument.
In addition to the defined terms found elsewhere in this Note, as used in this Note, the following definitions shall apply:
1.1. Business
Day. 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.
1.2. Default
Rate. An annual interest rate equal to TWENTY-FOUR PERCENT (24.00%). However, at no time shall the Default Rate exceed the
Maximum Interest Rate.
1.3. First
Payment Due Date. On or about February 15, 2024
1.4. Indebtedness.
The principal of, interest on, or any other amounts due at any time under, this Note, the Security Instrument or any other Loan Document,
including late charges, default interest, and advances to protect the security of the Security Instrument as set forth in the Security
Instrument or any other Loan Document or as permitted by law.
1.5. Interest
Rate. From the Disbursement Date to and excluding the Maturity Date, the Interest Rate shall be an annual rate equal to the sum of
(i) SOFR and (ii) three and a half percent (3.5%).
1.6. Lender.
The holder(s) from time to time of this Note.
1.7. Loan.
The loan evidenced by this Note.
1.8. Maturity
Date. The earlier of (i) January 25, 2026, and (ii) the date on which the unpaid principal balance of this Note becomes due and
payable by acceleration or otherwise pursuant to the Loan Documents or the exercise by Lender of any right or remedy under any Loan Document.
1.9. Maximum
Interest Rate. The rate of interest that results in the maximum amount of interest allowed by applicable law.
1.10. Payment
Due Date. The First Payment Due Date and any subsequent date on which a monthly installment of interest is due and payable pursuant
to Section 3.
1.11. [Intentionally
Omitted]
1.12. [Intentionally
Omitted]
1.13. Property.
That certain piece or parcel of real property commonly known as 8671 Ashley Way, Douglasville, Georgia, 30134, and as more specifically
described on the Schedule A of the Security Instrument.
1.14. Security
Instrument. That certain Commercial Deed to Secure Debt, Security Agreement and Fixture Filing effective dated as of the date
of this Note, executed by Maker to or for the benefit of Lender and securing this Note and encumbering the Property.
1.15. SOFR.
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. 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.
3. Payments.
3.1. Interest
shall accrue on the outstanding principal balance of this Note at the Interest Rate, subject to the provisions of Section 8.
3.2. Interest
under this Note shall be computed, payable and allocated on the basis of a 30-day month and a 360-day calendar year. A balloon payment
will be due upon full repayment of this Note if this Note is not repaid until the Maturity Date.
3.3. Interest
for the period beginning on the Disbursement Date and ending on and including the last day of such calendar month shall be payable by
Maker on or before the Disbursement Date. The Payment Due Date for the first monthly installment payment under Section 3.4 of interest
will be the First Payment Due Date set forth in Section 1. Except as provided in this Section 3.3 and in Section 10, accrued interest
will be payable in arrears.
3.4. Beginning
on the First Payment Due Date, and continuing until and including the monthly installment due on the Maturity Date, accrued interest only
shall be payable by Maker in consecutive monthly installments due and payable on the first day of each calendar month. The amount of the
initial full monthly installment of interest only payable pursuant to this Section 3.4 shall be approximately Eight hundred eighty-five dollars and forty-three cents ($885.43).
3.5. All
remaining Indebtedness, including all principal and interest, shall be due and payable by Maker on the Maturity Date. All payments under
this Note shall be made in immediately available U.S. funds. Any regularly scheduled monthly installment of interest only that is received
by Lender before the date it is due shall be deemed to have been received on the due date solely for the purpose of calculating interest
due. Any accrued interest remaining past due for thirty (30) days or more, at Lender’s discretion, may be added to and become part
of the unpaid principal balance of this Note and any reference to “accrued interest” shall refer to accrued interest that
has not become part of the unpaid principal balance. Any amount added to principal pursuant to the Loan Documents shall bear interest
at the applicable rate or rates specified in this Note and shall be payable with such interest upon demand by Lender and absent such demand,
as provided in this Note for the payment of interest only.
Notice of NSF Fee:
In the event any check given by Maker to Lender as a payment on this Note is dishonored, or in the event there are insufficient funds
in Maker’s designated account to cover any preauthorized monthly debit from Maker’s checking account, then, without limiting
any other charges or remedies, Maker shall pay to Lender a processing fee of $25.00 (but not more than the maximum amount allowed by law)
for each such event.
3.6. Lender
shall provide Maker with notice of the amount of each monthly installment due under this Note. However, if Lender has not provided Maker
with prior notice of the monthly payment due on any Payment Due Date, then Maker shall pay on that Payment Due Date an amount equal to
the monthly installment payment for which Maker last received notice. If Lender at any time determines that Maker has paid one or more
monthly installments in an incorrect amount because of the operation of the preceding sentence, or because Lender has miscalculated the
amount of any monthly installment, then Lender shall give notice to Maker of such determination. If such determination discloses that
Maker has paid less than the full amount due for the period for which the determination was made, Maker, within thirty (30) calendar days
after receipt of the notice from Lender, shall pay to Lender the full amount of the deficiency. If such determination discloses that Maker
has paid more than the full amount due for the period for which the determination was made, then the amount of the overpayment shall be
credited to the next installment(s) of interest only, due under this Note (or, if an Event of Default has occurred and is continuing,
such overpayment shall be credited against any amount owing by Maker to Lender).
3.7. In
accordance with Section 14, interest charged under this Note cannot exceed the Maximum Interest Rate.
4. Application
of Payments. If at any time Lender receives, from Maker or otherwise, any amount applicable to the Indebtedness that is less than
all amounts due and payable at such time, Lender may apply the amount received to amounts then due and payable in any manner and in any
order determined by Lender, in Lender’s discretion. Maker agrees that neither Lender’s acceptance of a payment from Maker
in an amount that is less than all amounts then due and payable nor Lender’s application of such payment shall constitute or be
deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction.
5. Security.
The Indebtedness is secured by, among other things, the Security Instrument and reference is made to the Security Instrument for other
rights of Lender as to collateral for the Indebtedness.
6. Acceleration.
If an Event of Default has occurred and is continuing, the entire unpaid principal balance, any accrued interest, and all other amounts
payable under this Note and any other Loan Document, shall at once become due and payable, at the option of Lender, without any prior
notice to Maker (except if notice is required by applicable law, then after such notice). Lender may exercise this option to accelerate
regardless of any prior forbearance.
7. Late
Charge.
7.1. If
any installment of interest only or other amount payable under this Note, the Security Instrument or any other Loan Document is not received
in full by Lender within five (5) days after the installment or other amount is due (unless applicable law requires a longer period of
time before a late charge may be imposed, in which event such longer period shall be substituted), Maker shall pay to Lender, immediately
and without demand by Lender, a late charge equal to ten percent (10%) of such installment or other amount due (unless applicable law
requires a lesser amount be charged, in which event such lesser amount shall be substituted).
7.2. Maker
acknowledges that its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan
and that it is extremely difficult and impractical to determine those additional expenses. Maker agrees that the late charge payable pursuant
to this Section 7 represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note,
of the additional expenses Lender will incur by reason of such late payment. The late charge is payable in addition to, and not in lieu
of, any interest payable at the Default Rate pursuant to Section 8.
8. Default
Rate.
8.1. So
long as (i) any monthly installment under this Note remains past due for thirty (30) days or more or (ii) any other Event of Default has
occurred and is continuing, then notwithstanding anything in Section 3 to the contrary, interest under this Note shall accrue on the unpaid
principal balance from the Payment Due Date of the first such unpaid monthly installment or the occurrence of such other Event of Default,
as applicable, at the Default Rate.
8.2. From
and after the Maturity Date, the unpaid principal balance and all accrued interest shall continue to bear interest at the Default Rate
until and including the date on which the entire principal balance is paid in full. Interest shall also accrue at the Default Rate on
any judgment obtained by Lender against Maker under this Note.
8.3. Maker
acknowledges that (i) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the
Loan, (ii) during the time that any monthly installment under this Note is delinquent for thirty (30) days or more, Lender will incur
additional costs and expenses arising from its loss of the use of the money due and from the adverse impact on Lender’s ability
to meet its other obligations and to take advantage of other investment opportunities; and (iii) it is extremely difficult and impractical
to determine those additional costs and expenses. Maker also acknowledges that, during the time that any monthly installment under this
Note is delinquent for thirty (30) days or more or any other Event of Default has occurred and is continuing, Lender’s risk of nonpayment
of this Note will be materially increased and Lender is entitled to be compensated for such increased risk. Maker agrees that the increase
in the rate of interest payable under this Note to the Default Rate represents a fair and reasonable estimate, taking into account all
circumstances existing on the date of this Note, of the additional costs and expenses Lender will incur by reason of Maker’s delinquent
payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquent
loan. During any period that the Default Rate is in effect, the additional interest accruing over and above the rate provided for in Section
1 shall be immediately due and payable in addition to the regularly scheduled interest only payments.
9. Limited
Recourse Personal Liability. Each guarantor (as defined in any applicable guarantee agreements entered into in connection herewith
(the “Guaranty”)) shall have only limited recourse and/or personal liability pursuant to such Guaranty.
10. Voluntary
and Involuntary Prepayments.
10.1. receipt
by Lender of principal due under this Note prior to the Maturity Date due to sale, refinance or curtailment, other than principal required
to be paid in monthly installments pursuant to Section 3 or principal repaid due to application of casualty or condemnation proceeds pursuant
to Section 10.6, constitutes a prepayment of principal under this Note. Without limiting the foregoing, any application by Lender, prior
to the Maturity Date, of any proceeds of collateral or other security to the repayment of any portion of the unpaid principal balance
of this Note constitutes a prepayment under this Note. Such prepayments of all or a portion of the unpaid principal balance of this Note
at any time prior to Maturity date shall hereinafter be referred to as a “Prepayment.”
10.2. Maker
may voluntarily make a Prepayment on a Payment Due Date so long as Maker designates the date for such Prepayment in a notice from Maker
to Lender given at least thirty (30) days prior to the date of such Prepayment. If a Payment Due Date (as defined in Section 1) falls
on a day that is not a Business Day, then with respect to payments made under this Section 10 only, the term “Payment Due Date”
shall mean the Business Day immediately preceding the scheduled Payment Due Date.
10.3. Notwithstanding
Section 10.2, Maker may voluntarily make a Prepayment on a Business Day other than a Payment Due Date if Maker provides Lender with the
notice set forth in Section 10.2 and meets the other requirements set forth in this Section 10.3. Maker acknowledges that Lender has agreed
that Maker may make a Prepayment on a Business Day other than a Payment Due Date only because Lender shall deem any Prepayment received
by Lender on any day other than a Payment Due Date to have been received on the Payment Due Date immediately following such Prepayment
and Maker shall be responsible for all interest that would have been due if the Prepayment had actually been made on the Payment Due Date
immediately following such Prepayment.
10.4. In
order to voluntarily make a Prepayment, Maker must also pay to Lender, together with the amount of principal being prepaid, (i) all accrued
and unpaid interest due under this Note, plus (ii) all other sums due to Lender at the time of such Prepayment.
10.5. [Intentionally
Omitted]
10.6. [Intentionally
Omitted]
10.7. Unless
Lender agrees otherwise in writing, a permitted or required Prepayment of less than the unpaid principal balance of this Note shall not
extend or postpone the due date of any subsequent monthly installments or change the amount of such installments.
10.8. Maker
recognizes that any Prepayment, whether voluntary or involuntary or resulting from an Event of Default by Maker, will result in Lender
incurring loss, including reinvestment loss, additional expense and frustration or impairment of Lender’s ability to meet its commitments
to third parties. Maker agrees to pay to Lender upon demand damages for the detriment caused by any Prepayment.
11. 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 actually 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.
12. Forbearance.
Any forbearance by Lender in exercising any right or remedy under this Note, the Security Instrument, or any other Loan Document or
otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of that or any other right or remedy. The acceptance
by Lender of any payment after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver
of Lender’s right to require prompt payment when due of all other payments or to exercise any right or remedy with respect to any
failure to make prompt payment. Enforcement by Lender of any security for Maker’s obligations under this Note shall not constitute
an election by Lender of remedies so as to preclude the exercise of any other right or remedy available to Lender.
13. Waivers.
Maker and all endorsers and guarantors (as applicable) of this Note and all other third party obligors waive presentment, demand,
notice of dishonor, protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment,
notice of nonpayment, grace, and diligence in collecting the Indebtedness.
14. Loan
Charges. Neither this Note nor any of the other Loan Documents shall be construed to create a contract for the use, forbearance
or detention of money requiring payment of interest at a rate greater than the Maximum Interest Rate. If any applicable law limiting the
amount of interest or other charges permitted to be collected from Maker in connection with the Loan is interpreted so that any interest
or other charge provided for in any Loan Document, whether considered separately or together with other charges provided for in any other
Loan Document, violates that law, and Maker is entitled to the benefit of that law, that interest or charge is hereby reduced to the extent
necessary to eliminate that violation. The amounts, if any, previously paid to Lender in excess of the permitted amounts shall be applied
by Lender to reduce the unpaid principal balance of this Note. For the purpose of determining whether any applicable law limiting the
amount of interest or other charges permitted to be collected from Maker has been violated, all Indebtedness that constitutes interest,
as well as all other charges made in connection with the Indebtedness that constitute interest, shall be deemed to be allocated and spread
ratably over the stated term of this Note. Unless otherwise required by applicable law, such allocation and spreading shall be effected
in such a manner that the rate of interest so computed is uniform throughout the stated term of this Note.
15. Purpose
of Indebtedness. Maker represents and warrants to Lender that the proceeds of this Note will be used solely for business, commercial
investment, or similar purposes, and that no portion of it will be used for agricultural, personal, family, or household purposes.
16. Counting
of Days. Except where otherwise specifically provided, any reference in this Note to a period of “days” means calendar
days, not Business Days.
17. Governing
Law. This Note shall be governed by, and construed in accordance with, (a) with respect to matters relating to the creation, perfection
and procedures relating to the enforcement of the liens created pursuant to the Security Instrument (including specifically, without limitation,
the manner of establishing the amount of any deficiency for which Maker is liable after any foreclosure of the Land), the laws of the
state where the Land subject to such Security Instrument is located; or (b) with respect to any other Loan Document (including but not
limited to this Note and the Security Instrument) the laws of the State of New York. In either case, Governing Law shall refer to such
laws, as such laws now exist, or may be changed or amended or come into effect in the future.
18. Construction.
The captions and headings of the Sections of this Note are for convenience only and shall be disregarded in construing this Note.
Any reference in this Note to an “Exhibit” or a “Section” shall, unless otherwise explicitly provided, be construed
as referring, respectively, to an Exhibit attached to this Note or to a Section of this Note. All Exhibits attached to or referred to
in this Note are incorporated by reference in this Note. Any reference in this Note to a statute or regulation shall be construed as referring
to that statute or regulation as amended from time to time. Use of the singular in this Note includes the plural and use of the plural
includes the singular. As used in this Note, the term “including” means “including, but not limited to” and the
term “includes” means “includes without limitation.” The use of one gender includes the other gender, as the context
may require. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document in this
Note shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth in this Note or any other Loan Document).
19. Notices;
Written Modifications.
19.1. All
notices, demands and other communications required or permitted to be given pursuant to this Note shall be given in accordance with the
notice provisions set forth in the Security Instrument.
19.2. Any
modification or amendment to this Note shall be ineffective unless in writing signed by the party sought to be charged with such modification
or amendment and provided in accordance with the notice provisions set forth in the Security Instrument.
20. Consent
to Jurisdiction and Venue. Maker agrees that any controversy arising under or in relation to this Note may be litigated in the
jurisdiction of the state of the Governing Law. The state and federal courts and authorities with jurisdiction in the state of the Governing
Law shall have non-exclusive jurisdiction over all controversies that shall arise under or in relation to this Note. Maker irrevocably
consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue or defense to venue to
which it might be entitled by virtue of domicile, habitual residence, inconvenient forum or otherwise. However, nothing in this Note is
intended to limit any right that Lender may have to bring any suit, action or proceeding relating to matters arising under this Note in
any court of any other jurisdiction.
21. Counterparts.
This Note may be executed in any number of counterparts each of which shall be deemed an original, but all such counterparts together
shall constitute but one Note.
22. 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.
23. WAIVER
OF TRIAL BY JURY. TO THE MAXIMUM EXTENT PERMITTED AND ENFORCEABLE UNDER APPLICABLE LAW, MAKER AND LENDER BY ITS ACCEPTANCE HEREOF
EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES
AS LENDER AND MAKER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT
THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
(Signature Page Follows)
IN WITNESS WHEREOF, this Promissory Note
has been duly executed by the parties as of the date first above written.
| Landa App LLC – 8671 Ashley Way |
|
Landa Financing LLC |
| Jenkinsburg GA LLC |
|
By: Landa Management, as manager |
| By: Landa Holdings, as manager |
|
By: Landa Holdings, Inc., as member manager |
| |
|
|
|
|
| By: |
/s/ Yishai Cohen |
|
By: |
/s/ Yishai Cohen |
| Name: |
Yishai Cohen |
|
Name: |
Yishai Cohen |
| Title: |
CEO |
|
Title: |
CEO |
9
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