EX1A-3 HLDRS RTS 3 ea030640901ex3-1.htm SERIES 206 S PARK ST SERIES DESIGNATION

Exhibit 3.1

 

SERIES DESIGNATION OF

206 S Park St

 

In accordance with the Limited Liability Company Agreement of PSFNetwork MasterSeries LLC (the “Company”) dated September 2, 2026 (the “Agreement”) and upon the execution of this designation by the Company and PSFNetwork Holdings LLC, in its capacity as Managing Member of the Company and 206 S Park St a series of PSFNetwork MasterSeries LLC (“206 S Park St”), 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   206 S Park St, a series of PSFNetwork MasterSeries LLC
     
Effective Date of Establishment   September 2, 2026
     
Managing Member   PSFNetwork Holdings LLC was appointed as the Managing Member of 206 S Park St with effect from the date of the Agreement and shall continue to act as the Managing Member of 206 S Park Stuntil dissolution of 206 S Park St pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
     
Initial Member   PSFNetwork Holdings LLC, having received 1 206 S Park St Interests.
     
Series Asset   The Series Asset of 206 S Park St shall comprise the duplex located at 206 S Park St, Little Rock, AR 72205 which will be acquired by 206 S Park St upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by 206 S Park St from time to time, as determined by the Managing Member in its sole discretion
     
Purpose   As stated in Section 2.4

 

 

 

 

Issuance   Subject to Section 6.3(a)(i), the maximum number of 206 S Park St Interests the Company can issue is 2,080
     
Broker   Rialto Markets LLC
     
Brokerage Fee   Up to 1% of the purchase price of the Interests from 206 S Park St sold at the Initial Offering of the 206 S Park St Interests (excluding the 206 S Park St Interests acquired by any Person other than Investor Members)
     
Platform Fee   The Managing Member shall be entitled to collect an amount equal to 2.5% of the purchase price of the Underlying Asset of the Series 206 S Park St as compensation for technology, hosting, and platform operations.
     
Fees Payable to the Manager   All expenses associated with the Offering Expenses and the Acquisition Expenses of the Series Asset above $17,505 shall be borne by the Managing Member without reimbursement by the Series. For ongoing management of the Series Asset, the Managing Member shall be entitled to an Asset Management Fee equal to 10% of the gross rental yield generated by the Series Asset on an annualized basis.
     
Interest Designation   No Interest Designation shall be required in connection with the issuance of 206 S Park St Interests
     
Voting   Subject to Section 3.5, the 206 S Park St 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 206 S Park St 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 206 S Park St Interests then Outstanding shall be required for:
     
    (a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the 206 S Park St Interests;
     
    (b) mergers, consolidations or conversions of 206 S Park St or the Company; and
     
    (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding 206 S Park St Interests voting as a separate class.
     
    Notwithstanding the foregoing, the separate approval of the holders of 206 S Park St Interests shall not be required for any of the other matters specified under Section 12.1
     
Splits   There shall be no subdivision of the 206 S Park St Interests other than in accordance with Section 3.7

 

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Other rights   Holders of 206 S Park St 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 206 S Park St Interests
     
Officers   There shall initially be no specific officers associated with 206 S Park St, although, the Managing Member may appoint Officers of 206 S Park St from time to time, in its sole discretion
     
Aggregate Ownership Limit   As stated in Section 1.1
     
Minimum Interests   1 Interests per Member
     
Fiscal Year   As stated in Section 8.2
     
Information Reporting   As stated in Section 8.1(c)
     
Termination   As stated in Section 11.1(b)
     
Liquidation   As stated in Section 11.3
     
Amendments to this Exhibit   As stated in ARTICLE XII

 

  PSFNETWORK MASTERSERIES LLC
   
  By its Managing Member: PSFNETWORK HOLDINGS LLC
   
  By its Managing Member, PSFNetwork, Inc.
   
  By: /s/ Omar ElGhazaly
    Omar ElGhazaly
  Title: Authorized Person

 

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