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
MCI Income Fund VII, LLC • January 26th, 2024 • 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;

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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).

SECURED PROMISSORY NOTE
MCI Income Fund VII, LLC • November 18th, 2022 • 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.

MANAGING BROKER-DEALER AGREEMENT
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.

Contract
MCI Income Fund VII, LLC • November 13th, 2023 • 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
MCI Income Fund VII, LLC • January 26th, 2024 • 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
MCI Income Fund VII, LLC • November 13th, 2023 • 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
MCI Income Fund VII, LLC • January 26th, 2024 • 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
MCI Income Fund VII, LLC • November 18th, 2022 • 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
MCI Income Fund VII, LLC • November 18th, 2022 • 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 Instruction Page • November 18th, 2022 • MCI Income Fund VII, LLC • Delaware

We, MCI Income Fund VII, LLC (“we,” “our,” “us,” or the “Company”), are offering a maximum of $75,000,000 in the aggregate of our 7.00% senior secured bonds (the “Class A Bonds”) and our 8.00% senior secured bonds (the “Class B Bonds,” and together with the Class A Bonds, the “Bonds”) pursuant to the offering circular (the “Offering Circular”) dated November 18, 2022 (the “Offering”). 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.

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