LSRWA Member Resolution: Buyback Priority and Distribution Deferral

Proposal Type

Formal Member resolution / written consent of eligible verified LSRWA holders.

This resolution will be voted on through the Company-approved Snapshot governance interface after Snapshot is adopted by separate Manager written action. Final voting results are subject to reconciliation against the Company's verified wallet registry, official Company records, governing documents, and applicable law.

Summary

This resolution authorizes the Manager, for an indefinite future period, to prioritize available Company funds toward voluntary repurchases of LSRWA tokens from willing sellers.

During this period, ordinary distributions/dividends are expected to be deferred, reduced, suspended, or omitted while the Manager prioritizes Company expenses, reserves, obligations, and voluntary buybacks. Distributions are not permanently eliminated and may still be declared if and when the Manager determines that sufficient excess cash exists and that a distribution is prudent and in the best interests of the Company and its Members.

The Company intends to allocate funds to this effort so long as the Manager determines that funds are available after accounting for Company expenses, property expenses, taxes, repairs, maintenance, debt service, legal/accounting costs, compliance costs, reserves, and other obligations.

Rationale

The Manager believes this policy may create greater long-term value for continuing LSRWA holders than immediate distributions.

When the Company can repurchase LSRWA tokens below estimated net asset value (NAV), each repurchase may increase the economic value represented by each remaining token. In simple terms, fewer tokens remain outstanding while the Company's property and asset base is spread across a smaller remaining token supply.

The Manager believes below-NAV repurchases may create more value per remaining token than distributing the same cash immediately as a dividend/distribution. For that reason, the Manager asks holders to approve an indefinite capital allocation priority favoring below-NAV voluntary repurchases while such opportunities are available, funds are available, and the policy remains in the best interests of the Company and its Members.

Resolutions

1. Capital Allocation Priority

RESOLVED, that the Members approve an indefinite discretionary capital allocation priority under which the Manager is authorized to prioritize Company cash flow, rental income, operating income, and other lawfully available funds toward Company expenses, reserves, taxes, repairs, maintenance, debt service, legal/accounting costs, compliance costs, and voluntary repurchases of LSRWA tokens from willing sellers.

RESOLVED FURTHER, that this priority shall remain in effect until modified, terminated, or superseded by the Manager or by subsequent Member approval.

2. Voluntary LSRWA Repurchases

RESOLVED, that the Manager is authorized to establish and administer voluntary LSRWA repurchase programs, including reverse auctions, Dutch auctions, tender offers, negotiated repurchases, secondary-market purchases, or other voluntary mechanisms approved by the Manager.

RESOLVED FURTHER, that participation is voluntary, and no holder is required to sell, redeem, transfer, surrender, burn, or cancel any LSRWA tokens.

RESOLVED FURTHER, that the Manager may determine the timing, amount, price, eligibility, payment method, acceptance criteria, and other terms of any repurchase program, subject to the Company's governing documents and applicable law.

3. Below-NAV Repurchase Rationale

RESOLVED, that the Members acknowledge that repurchasing LSRWA tokens below estimated NAV may benefit continuing holders by increasing the economic value represented by each remaining token or unit.

RESOLVED FURTHER, that the Members approve the Manager's determination that, while below-NAV repurchase opportunities and available funds exist, allocating Company funds to repurchases may be more beneficial to continuing holders than paying the same funds as ordinary distributions.

4. Distribution Deferral During Buyback Priority Period

RESOLVED, that during the period in which this framework remains in effect, ordinary distributions/dividends are expected to be deferred, reduced, suspended, or omitted while the Manager prioritizes available funds toward Company obligations, reserves, and voluntary LSRWA repurchases.

RESOLVED FURTHER, that the Manager does not intend to declare ordinary distributions while below-NAV repurchase opportunities are available and the Manager determines that repurchases are prudent and in the best interests of the Company and its Members.

RESOLVED FURTHER, that no fixed distribution amount, percentage, yield, return, or payment schedule is guaranteed.

RESOLVED FURTHER, that this resolution does not permanently eliminate any holder's right to receive distributions if and when lawfully declared under the Company's governing documents and applicable law.

5. Repurchased Tokens

RESOLVED, that unless the Manager determines otherwise, LSRWA tokens repurchased by the Company shall be retired, burned, cancelled, or otherwise removed from the outstanding token supply for purposes of future voting, distributions, quorum, approval thresholds, and other holder rights.

RESOLVED FURTHER, that repurchased Company-held tokens shall not be counted for quorum, voting power, approval thresholds, distributions, or other holder rights unless the Manager determines different treatment is required or permitted.

6. Eligibility and Verification

RESOLVED, that participation in any repurchase program is limited to holders who are verified, eligible, and recognized by the Company as Members or approved transferees.

RESOLVED FURTHER, that the Manager may require any selling holder to complete identity verification, wallet verification, beneficial ownership certification, transfer documentation, tax forms, sanctions/AML checks, securities-law certifications, or other documentation before participating or receiving payment.

RESOLVED FURTHER, that the Manager may reject any sale, repurchase, transfer, or distribution if the Manager determines it may violate the Company's governing documents, transfer restrictions, securities laws, tax rules, sanctions rules, AML requirements, or other applicable requirements.

7. Conflicts and Manager-Affiliated Voting Power

RESOLVED, that the Members acknowledge that the Manager, Company insiders, affiliates, or related parties may own LSRWA tokens or voting units and may benefit from this resolution.

RESOLVED FURTHER, that the Members acknowledge that the Manager or Manager-affiliated persons may hold a majority or significant portion of eligible voting units and may vote such units in favor of this resolution.

RESOLVED FURTHER, that approval may occur based in whole or in substantial part on Manager-affiliated voting power, provided the final certified result is reconciled against the Company's verified wallet registry and official records.

8. No Forced Redemption, OA Amendment, or Rights Waiver

RESOLVED, that this resolution does not force any holder to sell, redeem, surrender, burn, convert, or transfer any LSRWA tokens.

RESOLVED FURTHER, that holders who decline to participate in repurchase programs continue to hold their LSRWA tokens as equity or membership-unit representations of the Company, subject to the Company's governing documents and applicable law.

RESOLVED FURTHER, that this resolution authorizes voluntary liquidity, repurchase mechanisms, and a discretionary capital allocation priority only, and shall not be interpreted as a cancellation, forced redemption, compulsory conversion, or permanent elimination of holder rights.

RESOLVED FURTHER, that this resolution does not amend the Company's Operating Agreement, Offering Memorandum, STPA, transfer restrictions, official ownership records, or applicable law. In the event of conflict, the Company's governing documents, official records, and applicable law control.

9. Vote Certification

RESOLVED, that this resolution shall be voted on through Snapshot or another Company-approved electronic voting mechanism.

RESOLVED FURTHER, that the final vote result shall be reconciled against the Company's verified wallet registry and official Company records.

RESOLVED FURTHER, that LSRWA tokens in wallets that are not KYC/AML verified, not wallet-verified, not associated with a recognized Member or approved transferee, or otherwise not confirmed as eligible may be excluded from official voting calculations.

RESOLVED FURTHER, that if the required approval threshold is met, the Manager is authorized to certify the Snapshot result as evidence of Member approval, written consent, or governance authorization, as applicable.

Vote Choices

FOR - Approve the indefinite capital allocation priority, voluntary below-NAV repurchase program, and deferral/suspension of ordinary distributions while buybacks are prioritized.

AGAINST - Do not approve the resolution.

ABSTAIN - Abstain from voting.