MCI Income Fund VII, LLC Sample Contracts

a Delaware limited liability company AND UMB Bank, N.A. Trustee INDENTURE Dated as of ________, 2024 Debt Securities
Indenture • January 26th, 2024 • MCI Income Fund VII, LLC • Real estate • Delaware

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of secured debt securities (hereinafter referred to as the “Bonds”) to be issued as registered Bonds without coupons, to be authenticated by the certificate of the Trustee;

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 18th, 2022 • MCI Income Fund VII, LLC • Delaware

THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of ___________, 2022, by and among MCI Income Fund VII, LLC, a Delaware limited liability company (“Grantor”), and UMB Bank, N.A., in its capacity as indenture trustee under the Indenture (as defined below) and collateral agent hereunder (the “Trustee”), for the benefit of the holders of Class A Bonds and Class B Bonds issued by Grantor under the Indenture (as defined in the Indenture).

Contract
Bond Agreement • November 1st, 2024 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Contract
Bond Agreement • November 1st, 2024 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

SUBSCRIPTION AGREEMENT INSTRUCTION PAGE
Subscription Agreement • November 1st, 2024 • MCI Income Fund VII, LLC • Real estate

We, MCI Income Fund VII, LLC (“we,” “our,” “us,” or the “Company”), are offering a maximum of $55,000,000 in the aggregate of our 7.00%-11.00% senior secured bonds (the “Class A Bonds”) and our 8.00-12.00% senior secured bonds (the “Class B Bonds,” and together with the Class A Bonds, the “Bonds”) pursuant to the offering circular (the “Offering Circular”) originally dated July 25, 2024 (the “Offering”), as originally qualified on July 18, 2024, as amended. The purchase price per Bond is $1,000, with a minimum purchase amount of $10,000. Class B Bonds may be purchased solely by subscribers described under “Plan of Distribution – Eligibility to Purchase Class B Bonds” in the Offering Circular.

SECURED PROMISSORY NOTE
Secured Promissory Note • November 18th, 2022 • MCI Income Fund VII, LLC • Texas

FOR VALUE RECEIVED, ___________________________, a _____________________ (“Borrower”), hereby unconditionally promises to pay to the order of MCI INCOME FUND VII, LLC, a Delaware limited liability company (the “Lender”), as hereinafter provided, the original principal sum of _____________________ and 00/100 Dollars ($________.00), or so much thereof as may be advanced by Lender from time to time hereunder to or for the benefit or account of Borrower, subject to the Modification Threshold described herein, and together with interest thereon at the rate of interest hereinafter provided, without right of offset in favor of Borrower and otherwise in strict accordance with the terms and provisions hereof.

LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • January 5th, 2023 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is effective as of August 26, 2022 (the “Effective Date”), between and among Megatel Capital Investment, LLC, a Delaware limited liability company (the “Manager”) and MCI Holdings, LLC, a Delaware limited liability company (the “Initial Member”), on the terms and conditions below. All capitalized terms not otherwise defined herein shall have the meaning set forth for such terms in Appendix I.

LIMITED GUARANTY
Limited Guaranty • June 10th, 2025 • MCI Income Fund VII, LLC • Real estate

This GUARANTY (this “Guaranty”) is made as of June 6, 2025, by MCI Development 1, LLC, a Wyoming limited liability company (the “Guarantor”).

LIMITED GUARANTY
Limited Guaranty • October 3rd, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

This GUARANTY (this “Guaranty”) is made as of September 29, 2025, by MCI Development 1, LLC, a Wyoming limited liability company (the “Guarantor”).

Contract
Bond Agreement • July 17th, 2026 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • October 23rd, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

THIS CONSTRUCTION LOAN AGREEMENT (“Loan Agreement”), dated as of October _20_, 2025 is made by and between MCI INCOME FUND VII, LLC, a Delaware limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201;, (“Lender”) and MEGATEL VENETIAN, LLC, a Texas limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201; (“Borrower”) with respect to a loan in the principal sum of One Million Two Hundred Twenty Four Thousand and 00/100 ($1,224,000.00), such loan provided pursuant to a secured promissory note of even date herewith between the Lender and Borrower, and further pursuant to the terms of the Loan Policies and Procedures.

LIMITED GUARANTY
Limited Guaranty • December 12th, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

This GUARANTY (this “Guaranty”) is made as of December __8_, 2025, by MCI Development 1, LLC, a Wyoming limited liability company (the “Guarantor”).

MANAGING BROKER-DEALER AGREEMENT
Managing Broker-Dealer Agreement • November 18th, 2022 • MCI Income Fund VII, LLC • Florida

As of [DATE] (the “Effective Date”), this MANAGING BROKER-DEALER AGREEMENT (the “Agreement”) is made by and between MCI INCOME FUND VII, LLC, a Delaware limited liability company (the “Company”), and PRIMUS FINANCIAL SERVICES, LLC, a Florida limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Company of senior secured bonds in the Company (“Securities”) in the Company (“the “Offering”). The Securities will be offered during a period commencing and ending on such dates as set forth in the Offering Statement and Offering Circular (the “Offering Period”) for the Offering that shall be prepared by the Company, as either may be supplemented and amended (together with all exhibits or schedules thereto, the “Offering Document”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offering Document.

LIMITED GUARANTY
Limited Guaranty • June 24th, 2025 • MCI Income Fund VII, LLC • Real estate

This GUARANTY (this “Guaranty”) is made as of June 17, 2025, by MCI Development 1, LLC, a Wyoming limited liability company (the “Guarantor”).

CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • December 12th, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

THISCONSTRUCTION LOAN AGREEMENT (“Loan Agreement”), dated as of December __8_, 2025 is made by and between MCI INCOME FUND VII, LLC, a Delaware limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201;, (“Lender”) and MEGATEL VENETIAN, LLC, a Texas limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201; (“Borrower”) with respect to a loan in the principal sum of One Million Thirty Five Thousand and 00/100 ($1,035,000.00), such loan provided pursuant to a secured promissory note of even date herewith between the Lender and Borrower, and further pursuant to the terms of the Loan Policies and Procedures.

Contract
Bond Agreement • July 11th, 2025 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Contract
Construction Loan Agreement • August 15th, 2025 • MCI Income Fund VII, LLC • Real estate

CONSTRUCTION LOAN AGREEMENT THIS CONSTRUCTION LOAN AGREEMENT ("Loan Agreement"), dated as of July _l} , 2025 is made by and between MCI INCOME FUND VII, LLC, a Delaware limited liability company, whose address is 2101 Cedar Springs Road, Suite 700 , Dallas, TX 75201 ; , ("Lender") and MEGATEL VENETIAN, LLC, a Texas limited liability company, whose address is 2101 Cedar Springs Road, Suite 700 , Dallas, TX 75201 ; ("Borrower") with respect to a loan in the principal sum of Two Million Four Hundred Eighty Thousand and 00 / 100 ( $ 2 , 480 , 000 . 00 ), such loan provided pursuant to a secured promissory note of even date herewith between the Lender and Borrower, and further pursuant to the terms of the Loan Policies and Procedures . ARTICLE 1 - Definitions For purposes of this Loan Agreement, the following terms shall have the respective meanings assigned to them. 1. Advance . The term "Advance" or "Advances" shall mean a disbursement or disbursements, respectively, by Lender of any of t

Contract
Bond Agreement • August 22nd, 2025 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

LIMITED GUARANTY
Limited Guaranty • October 23rd, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

This GUARANTY (this “Guaranty”) is made as of October _20_, 2025, by MCI Development 1, LLC, a Wyoming limited liability company (the “Guarantor”).

CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • June 24th, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

THIS CONSTRUCTION LOAN AGREEMENT (“Loan Agreement”), dated as of June 17, 2025 is made by and between MCI INCOME FUND VII, LLC, a Delaware limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201;, (“Lender”) and MEGATEL VENETIAN, LLC, a Texas limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201; (“Borrower”) with respect to a loan in the principal sum of One Million Eight Hundred Seventy Eight Thousand Eight Hundred and 00/100 ($1,878,800.00), such loan provided pursuant to a secured promissory note of even date herewith between the Lender and Borrower, and further pursuant to the terms of the Loan Policies and Procedures.

Contract
Bond Agreement • November 18th, 2022 • MCI Income Fund VII, LLC • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Contract
Bond Agreement • August 22nd, 2025 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • June 10th, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

THIS CONSTRUCTION LOAN AGREEMENT (“Loan Agreement”), dated as of June 6, 2025 is made by and between MCI INCOME FUND VII, LLC, a Delaware limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201;, (“Lender”) and MEGATEL VENETIAN, LLC, a Texas limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201; (“Borrower”) with respect to a loan in the principal sum of One Million Seven Hundred Fifty One Thousand Two Hundred and 00/100 ($1,751,200.00), such loan provided pursuant to a secured promissory note of even date herewith between the Lender and Borrower, and further pursuant to the terms of the Loan Policies and Procedures.

FIRST AMENDMENT TO INDENTURE
Indenture • September 26th, 2024 • MCI Income Fund VII, LLC • Real estate

THIS FIRST AMENDMENT TO INDENTURE (this “Amendment”) to be effective as of _________, 2024 (the “Effective Date”), is made between MCI INCOME FUND VII, LLC, a Delaware limited liability company (the “Company”) and UMB BANK, N.A., a national banking association, as trustee (the “Trustee”).

Contract
Bond Agreement • November 18th, 2022 • MCI Income Fund VII, LLC • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Contract
Limited Guaranty • August 15th, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

LIMITED GUARANTY This GUARANTY (this "Guaranty") is made as of July 11 _, 2025 , by MCI Development 1 , LLC, a Wyoming limited liability company (the "Guarantor") . In order to induce MCI Income Fund VII, LLC (the "Lender") to issue loans pursoant to that certain Joan agreement dated of even date herewith (the "Loan A!!reement") by and among Lender and Megatel Venetian, LLC a Texas limited liability company (the ''Borrower"), the parties hereto agree to the following : A. Guarantor hereby guarantees the repayment of principal on all promissory notes made pursuant to the Loan Agreement (the "Notes") by Borrower . B. This Guaranty shall remain in fulJ force throughout the term of any and all Notes outstanding under the Loan Agreement . C. Guarantor hereby waives notice of acceptance of this Guaranty and a 11 other notices in connection herewith or in connection with the liabilities, obligations, and duties guaranteed hereby, including notices to it of default by Borrower under the Loan D

CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • October 3rd, 2025 • MCI Income Fund VII, LLC • Real estate • Texas

THIS CONSTRUCTION LOAN AGREEMENT (“Loan Agreement”), dated as of September 29, 2025 is made by and between MCI INCOME FUND VII, LLC, a Delaware limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201;, (“Lender”) and MEGATEL VENETIAN, LLC, a Texas limited liability company, whose address is 2101 Cedar Springs Road, Suite 700, Dallas, TX 75201; (“Borrower”) with respect to a loan in the principal sum of One Million Eight Hundred Thirty Six Thousand and 00/100 ($1,836,000.00), such loan provided pursuant to a secured promissory note of even date herewith between the Lender and Borrower, and further pursuant to the terms of the Loan Policies and Procedures.

Contract
Bond Agreement • July 17th, 2026 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Contract
Secured Promissory Note • August 15th, 2025 • MCI Income Fund VII, LLC • Real estate

SECURED PROMfSSORY NOTE $2,480,000.00 July _l!_, 2025 FOR VALUE RECEIVED, MEGATEL VENETIAN, LLC, a Texas limited liability company ("Borrower"), hereby unconditionally promises to pay to the order of MCI INCOME FUND VII, LLC, a Delaware limited liability company (the "Lender"), as hereinafter provided, the original principal sum of Two Million Four Hundred Eighty Thousand and 00 / 100 Dollars ( $ 2 , 480 , 000 . 00 ), or so much thereof as may be advanced by Lender from time to time hereunder to or for the benefit or account of Borrower, subject to the Modification Threshold described herein, and together with interest thereon at the rate of interest hereinafter provided, without right of offset in favor of Borrower and otherwise in strict accordance with the terms and provisions hereof . 1. Loan Documents ; Securitv . This Secured Promissory Note (this "Note") evidences a Loan governed by that certain Loan Agreement dated as of July _ � _ I _, 2025 (as may be amended and modified from

Contract
Bond Agreement • July 11th, 2025 • MCI Income Fund VII, LLC • Real estate • Delaware

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND THIS BOND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.