8. Purchase Option - Membership Interest

On June 4, 2026, the Company entered into a Written Option Agreement with Anat Attia, individually and as sole member of the property limited liability companies party thereto, as amended by Amendment No. 1 dated June 10, 2026. The agreement grants the Company an exclusive, irrevocable option to acquire 100% of the membership interests in seven California-based real estate limited liability companies holding an aggregate of 147 residential units. The Portfolio has a total agreed value of $125.5 million, against which aggregate existing loans of $56.0 million remain in place, resulting in an agreed equity value of $69.5 million.

The option is exercisable for six calendar months from June 4, 2026 and expires on December 4, 2026 if not exercised. In consideration for the grant of the option, the Company agreed to pay a non-refundable option fee of $1,042,500, equal to 1.5% of the agreed equity value. The option fee is creditable against the exercise price. If the Company exercises the option, the exercise price of $69.5 million, less the option fee credit, or $68,457,500 net, is payable in cash or shares of Series C Preferred Stock at the Company’s election. Following any closing, the Company would pay the Grantor a management fee of $100,000 per month until full completion of each Portfolio property.

On June 6, 2026, the Company issued 132,803 shares of common stock to the Grantor with a fair value of approximately $1,612,000 in satisfaction of the option fee obligation. The value of shares issued exceeded the option fee requirement by approximately $569,500. The shares issued represented 17.71% of the Company’s outstanding common stock as of the issuance date, below the 19.99% threshold under Nasdaq Listing Rule 5635(d); accordingly, the issuance was effected without shareholder approval.