EX1A-3 HLDRS RTS 3 ark7propertiesadvance_ex3-13.htm

SERIES #JVI51 DESIGNATION

 

In accordance with the Limited Liability Company Agreement (the "Operating Agreement") of Ark7 Properties Advance LLC (the "Company") dated October 12, 2023 (the "Agreement") and upon the execution of this designation by the Company and Ark7 Inc. in its capacity as Managing Member of the Company and Initial Member of Ark7 Properties Advance LLC - Series #JVI51 ("#JVI51"), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement.

 

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.

 

 

Name of Series

Ark7 Properties Advance LLC - Series #JVI51

Effective date of establishment

July 7, 2025

Managing Member

Ark7 Inc. was appointed as the Managing Member of #JVI51 with effect from the date of the Agreement and shall continue to act as the Managing Member of #JVI51 until dissolution of #JVI51 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X.

Initial Member

Ark7 Inc.

Series Asset

The Series Assets of #JVI51 shall comprise any assets and liabilities associated with such asset and such other assets and liabilities acquired by #JVI51 from time to time, as determined by the Managing Member in its sole discretion

Asset Manager

Ark7 Inc.

Management Fee

As stated in Section 6.5 of the Operating Agreement.

Purpose

As stated in Section 2.4 of the Operating Agreement.

Issuance

Subject to Section 6.3(a)(i) of the Operating Agreement, the maximum number of #JVI51 Interests the Company can issue is 100,000.

Number of #JVI51 Interests held by the Managing Member and its Affiliates

The Managing Member must purchase a minimum of 10 #JVI51 Interests and may purchase a maximum of 19.9% of #JVI51 Interests through the Offering.

Broker

 

Brokerage Fee

Up to 1.00% of the purchase price of the Interests from #JVI51 sold at the Initial Offering of the #JVI51 Interests (excluding the #JVI51 Interests acquired by any Person other than Investor Members)

Interest Designation

No Interest Designation shall be required in connection with the issuance of #JVI51 Interests.

Voting

Subject to Section 3.5 of the Operating Agreement, the #JVI51 Interests shall entitle the Record Holders thereof to one vote per

Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of #JVI51 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement.

 

The affirmative vote of the holders of not less than a majority of the #JVI51 Interests then Outstanding shall be required for:

  • any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the #JVI51 Interests;
  • mergers, consolidations or conversions of #JVI51 or the Company; and
  • all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding #JVI51 Interests voting as a separate class.

Notwithstanding the foregoing, the separate approval of the holders of Series #JVI51 Interests shall not be required for any of the other matters specified under Section 12.1 of the Operating Agreement.

Splits

There shall be no subdivision of the #JVI51 Interests other than in accordance with Section 3.7 of the Operating Agreement.

Sourcing Fee

No greater than 3% of the maximum offering size, which may be waived by the Managing Member in its sole discretion.

Other rights

Holders of #JVI51 Interests shall have no conversion, exchange, sinking fund, appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #JVI51 Interests.

Officers

There shall initially be no specific officers associated with #JVI51, although, the Managing Member may appoint Officers of #JVI51 from time to time, in its sole discretion.

Aggregate Ownership Limit

As stated in Section 1.1 of the Operating Agreement.

Minimum Interests

One (1) Interest per Member

Fiscal Year

As stated in Section 8.2 of the Operating Agreement.

Information Reporting

As stated in Section 8.1(c) of the Operating Agreement.

Termination

As stated in Section 11.1(b) of the Operating Agreement.

Liquidation

As stated in Section 11.3 of the Operating Agreement.

Amendments to this Exhibit

As stated in Article XII of the Operating Agreement.