0001683168-24-006672 Sample Contracts

Contract
Bond Agreement • September 26th, 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.

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Contract
Bond Agreement • September 26th, 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 • September 26th, 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%-9.00% senior secured bonds (the “Class A Bonds”) and our 7.50-9.50% 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 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.

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”).

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