Articles and Memorandum

1. Company Name.

The name of the limited liability company is FICUS AUREA LLC.

2. Principal Office.

113 S. Perry Street, Suite 206, #11764, Lawrenceville, GA 30046.

3. Purpose.

The purpose of Ficus Aurea LLC is to engage in any lawful act or activity for which a limited liability company may be organized under the laws of the State of Georgia, including but not limited to real estate investment, development, consulting, and related business activities.

4. Formation Date.

The LLC was formed and its Articles of Organization were filed with the Georgia Secretary of State on November 20, 2024.

5. Registered Agent.

The LLC shall maintain a registered agent in the State of Georgia as required by law. The registered agent is responsible for receiving official legal and tax correspondence on behalf of the company.

6. Members.

7. Management.

The LLC shall be managed by its members. All members shall participate in the management of the LLC in proportion to their respective membership interests, unless otherwise agreed upon in writing.

8. Liability of Members.

No member of the LLC shall be personally liable for any debt, obligation, or liability of the LLC solely by reason of being a member of the LLC, except as otherwise required by law.

9. Duration.

The LLC shall have a perpetual existence unless dissolved in accordance with the provisions of the Georgia Limited Liability Company Act or as agreed upon in writing by the members.

10. Capital Contributions.

Each member shall contribute capital to the LLC as agreed upon by the members. Additional contributions may be made by members as the company requires, subject to mutual agreement.

11. Distributions.

Distributions of profits shall be made to members in proportion to their ownership interests, at such times and in such amounts as determined by the members.

12. Transfer of Membership Interest.

No member may transfer, assign, or otherwise dispose of their membership interest in the LLC without the prior written consent of all remaining members.

13. Dissolution.

The LLC may be dissolved upon the unanimous written consent of all members, or as otherwise required by applicable law. Upon dissolution, the assets of the LLC shall be distributed first to creditors, then to members in proportion to their ownership interests.

14. Governing Law.

This Memorandum of Association and all matters relating to the LLC shall be governed by and construed in accordance with the laws of the State of Georgia.

15. Amendments.

This Memorandum of Association may be amended only by the written consent of all members of the LLC.