AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 6, 2026

Ark7 AIDC I, LLC

(A DELAWARE SERIES LIMITED LIABILITY COMPANY)

1 Ferry Building, Ste 201

San Francisco, CA 94111

www.ark7.com

____________________

* Denotes series submitted for qualification by the Commission in this Offering Circular.

1. This Offering is being conducted by the company as a direct public offering (i.e., without the benefit of the services of an SEC-registered broker-dealer) on a "best efforts" basis in a "Tier 2" Regulation A offering by associated persons of our Managing Member through the Ark7 Platform. The associated persons of our Managing Member will not receive any commission or any other remuneration in relation to this offering. In offering the securities on our behalf, the associated persons of the Managing Member will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.
2. The company anticipates approximately $1,434,568.00 of the proceeds from the Series Interests purchased will be used for offering expenses.

There is no minimum subscription per investor.

This offering will terminate at the earlier of (i) the date at which the maximum offering amount has been sold, (ii) the date at which the offering is earlier terminated by the company, in its sole discretion or (iii) the date that is three years from this offering being qualified by the United States Securities and Exchange Commission (the "Commission" or "SEC"). At least every 12 months after this offering has been qualified by the SEC the company will file a post-qualification amendment to include the company's recent financial statements. In addition, the company may periodically file a post-qualification amendment to include additional Series Interests to this offering. No escrow agent has been engaged for this offering and hold funds tendered by investors will be held in a segregated account controlled by the company.

See Plan of Distribution. No escrow account administered by an escrow agent has been established for this offering. Funds tendered by investors will be held in a segregated account controlled by the company. The company may undertake one or more closings on a rolling basis, regardless of the amount of funds, and intends to affect a close every 7 business days, after each closing, funds tendered by investors will be available to the company, and interests will be issued to investors. The initial closing will occur as soon as funds clear. We expect to hold subsequent closings every 7 business days. Assuming additional information does not need to be provided for due diligence (AML/KYC) and the investment has been funded it will take up to 3 business days to determine whether a subscription agreement has been accepted or rejected. In the event additional information is required from the subscriber, within 3 business days, the company will reach out to the subscriber for that information.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, THE COMPANY ENCOURAGES YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See "Risk Factors" on page 6.

The company is following the "Offering Circular" format of disclosure under Regulation A.

In the event that the company becomes a reporting company under the Securities Exchange Act of 1934, the company intends to take advantage of the provisions that relate to "Emerging Growth Companies" under the JOBS Act of 2012. See "Summary - Implications of Being an Emerging Growth Company."

TABLE OF CONTENTS

In this Offering Circular, the terms "Ark7 AIDC I, LLC" "AIDC1" "we," "us, "our," the "company" and similar terms refer to Ark7 AIDC I, LLC, a Delaware series limited liability company.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE," "PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Implications of Being an Emerging Growth Company

The company is not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") because the company is not registering its securities under the Exchange Act. Rather, the company will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

• annual reports (including disclosure relating to our business operations for the preceding two fiscal years, or, if in existence for less than two years, since inception, related party transactions, beneficial ownership of the issuer's securities, executive officers and directors and certain executive compensation information, management's discussion and analysis ("MD&A") of the issuer's liquidity, capital resources, and results of operations, and two years of audited financial statements),
• semiannual reports (including disclosure primarily relating to the issuer's interim financial statements and MD&A) and
• current reports for certain material events.

In addition, at any time after completing reporting for the fiscal year in which the company's offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, the company may immediately suspend its ongoing reporting obligations under Regulation A.

If the company becomes subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during its last fiscal year, it will qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, the company:

• will not be required to obtain an auditor attestation on its internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
• will not be required to provide a detailed narrative disclosure discussing its compensation principles, objectives and elements and analyzing how those elements fit with its principles and objectives (commonly referred to as "compensation discussion and analysis");
• will not be required to obtain a non-binding advisory vote from its interest holders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);
• will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
• may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and
• will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

If the company becomes subject to the ongoing reporting requirements of the Exchange Act, the company intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. The company's election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, the company may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after its initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that the company no longer meets the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that the company would cease to be an "emerging growth company" if it has more than $1.07 billion in annual revenues, have more than $700 million in market value of its common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that the company may also qualify, once listed, as a "smaller reporting company" under the Commission's rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

SERIES OFFERING TABLE

The table below shows key information related to the offering of each Series, as of November 6, 2026. Please also refer to "The Company's Properties" and "Use of Proceeds" for further details.

____________________

1. For open offerings, each row states, with respect to the given offering, the minimum and maximum number of Series Interests offered and the number of subscriptions for Series Interests received as of the date of this Offering Circular, but the closing of such offering has not yet taken place. For any closed offerings, each row would state the actual number of Series Interests sold.
2. For each offering, each row states, with respect to the given offering, the date on which the offering was initially qualified by the Commission.
3. For each offering, each row states, with respect to the given offering, the date on which offers and sales for such offering commenced.

SUMMARY

This Offering Circular Summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision. Before investing in the company's Series Interests, you should carefully read this entire Offering Circular, including the company's financial statements and related notes. You should also consider, among other information, the matters described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

The Company

Ark7 AIDC I, LLC, a Delaware series limited liability company formed on September 29, 2026 ("AIDC1"). Ark7 Inc., a Delaware corporation ("Ark7") is the managing member of AIDC1 (the "Managing Member"). The Amended and Restated Series Limited Liability Company Agreement of the company (the "Operating Agreement") is effective November 2, 2026. The purpose of the company is to establish separate series that invest in entities that own and develop data-center and related infrastructure assets, with the transaction terms governed by the applicable Series Designation and this Offering Circular.

Investors in this offering will acquire Series Interests in a Series of the company, each of which is a separate registered series of the company for purposes of assets and liabilities.

The Series Asset of each Series is a membership interest in a separate project company (its "Project Company") that will own and develop a data center project. Owners of Interests in a Series will only have an interest in the assets, liabilities, profits and losses of that Series, which consist principally of its interest in the applicable Project Company. Investors will not own the land, the building or the power and cooling infrastructure directly. The terms that apply to each Series are set out in its Series Designation and summarized below.

Series #VNATI was established on September 29, 2026. The Series Asset of Series #VNATI is a Class A membership interest in Soperton Data Center I, LLC (its "Project Company"). Its Project Company will own and develop a data center project with approximately 10.0 MW of planned utility power capacity and 7.6 MW of tenant IT load at 926 Commerce Dr, Soperton, GA 30457 ("Soperton Data Center Project").

Series #VNATI holds 66.67% of the Class A voting power of its Project Company, and the Sponsor Member, VCI Energy Inc., holds 33.33%. Series #VNATI controls the appointment, removal and replacement of the manager of its Project Company (the "Project Company Manager"). The Project Company Manager is Ark7 or an Ark7-controlled entity. The rights of the Sponsor Member are intended to be protective rights and not ordinary-course participating rights.

For Series #VNATI, full funding means $20,280,000 of actual Series cash contributed to and received by its Project Company. At full funding, Series #VNATI is entitled to 26% of the economics of its Project Company. Sponsor economics may reach 74%, based on Recognized Sponsor Funding. Series-level fees and expenses do not reduce, or count toward, the Series equity contribution. The Agreed Land-and-Power Value of $10,000,000 is a negotiated commercial value used for economic sizing. It is not additional cash.

Ark7 will serve as the asset manager responsible for managing each Series' Underlying Asset (the "Asset Manager") as described in the Asset Management Agreement between Ark7 Inc. and each series of Ark7 AIDC I, LLC.

Ark7 will serve as the Managing Member responsible for the day-to-day management of the company and each registered series.

Organizational Chart

For ease of understanding the company's business structure, it has included the organizational chart below.

A Series does not acquire real property directly. Each Series contributes equity to its Project Company and holds a membership interest in the Project Company. The Project Company acquires the project land directly from a third-party seller and owns the land, the building, and the power and cooling infrastructure of the project. The Series is not the purchaser of the land.

The Sponsor Member of each Project Company, a development sponsor, handles development, land and power arrangements, construction, permitting, utility coordination, financing execution and offtaker implementation under the Project Company arrangements.

We intend to make ownership of the Series available to investors through an offer and sale of Series Interests under Tier 2 of Regulation A. The proceeds of the offering, after Series-level offering expenses, the Sourcing Fee and any Series-level marketing expense, will be contributed to its Project Company as equity. See "Use of Proceeds."

Investment Approach and Strategy Overview

• Our Investment Objective is for each Data Center series to invest in an entity that owns and develops data-center and related infrastructure assets, with the transaction terms governed by the applicable Series Designation and this Offering Circular.
• Our Operating Model for each project is that the applicable Project Company owns the land, the building, and the power and cooling infrastructure, and the tenant or offtaker owns the compute equipment. Rent is expected to be based on reserved IT capacity, and electricity is intended to be passed through at cost.
• Our Control Structure gives each Series a majority of the Class A voting power of its Project Company and control over the appointment, removal and replacement of the Project Company Manager, while the rights of the Sponsor Member are intended to be protective rights and not ordinary-course participating rights.

Investment outcomes are subject to the risks of developing and operating data-center infrastructure, including power availability, cooling, construction, permitting, offtaker concentration, energy costs, technology obsolescence, project-level debt and construction financing, and the execution of the development sponsor. See "Risk Factors."

Offering Summary

The Series #VNATI Offering

Related Party Fees

____________________

1. The company notes that this fee may be up to 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Whether it is 15% or less will be determined for each Series by the Managing Member in its sole discretion. The Managing Member, Ark7, has determined the Asset Management Fee is 15% for Series #VNATI.

Selected Risks

The company's business is subject to a number of risks and uncertainties, including those highlighted in the section titled "Risk Factors" immediately following this summary. These risks include, but are not limited to, the following:

• An investment in an offering constitutes only an investment in that Series and not in the company or any Underlying Asset.
• Liability of investors between series of interests.

• Each Series relies on its Managing Member, Ark7, to manage the Series and exercise the Series' governance rights with respect to its Project Company.

• If Ark7, the company's Asset Manager, fails to retain its key personnel, the company may not be able to achieve its anticipated level of growth and its business could suffer.
• Ark7 Inc. is both the Asset Manager and the Managing Member, and compensation terms were not determined on an arm's length basis.
• There is competition for time among the various entities sharing the same management team.
• There is currently no trading market for the company's securities.
• The company has limited operating history for investors to evaluate.
• Possible Changes in Federal Tax Laws make it impossible to giver certainty to the tax treatment of any series of interest.
• The company's consolidated financial statements include a going concern opinion.
• The company may not raise sufficient funds to achieve its business objectives.

• A Series may commence an offering before its Project Company completes the acquisition and development of the applicable project.

• The company's management has discretion in the application of proceeds within the permitted categories described under "Use of Proceeds."

• If Series #VNATI does not achieve Ark7 Full Funding of $20,280,000, its economic interest in the Project Company may be less than 26%.

• The purchase prices for the Series Interests have been arbitrarily determined.

• If the applicable Project Company is unable to sell or otherwise monetize its project or the Series is unable to dispose of its interest in the Project Company, investors may have to hold their Series Interests for an indefinite period.

• Competition with other parties entering real estate investment business may reduce the company's profitability.
• The company does not intend to hire an escrow agent and there will be no escrow account, therefore there is no independent third-party holding investors funds until they are released to the company.
• The company's real estate and real estate-related assets will be subject to the risks typically associated with real estate.
• The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions.
• The market in which the company participates is competitive and, if it does not compete effectively, its operating results could be harmed.

• The Project Company may depend on one or a small number of tenants or offtakers, and the loss, default or reduction in reserved capacity of a tenant or offtaker could materially reduce project revenue.

• The company may decide to sell an Underlying Asset which could conflict with an investor's interests.

• Changes in economic conditions, demand for data center capacity, energy costs or competing supply could adversely affect the value and operating performance of the project.
• Disputes with tenants, offtakers, contractors, utilities or other project counterparties could delay the project or reduce cash available for distribution to the Series.

• Costs imposed pursuant to governmental laws and regulations may reduce the company's net income and the cash available for distributions to its investors.
• The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to the company's investors.
• Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions.
• Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce the company's cash flows and the return on investment.
• The company's Operating Agreement and applicable Series Interest Subscription Agreement each include a forum selection provision, that requires disputes be resolved in state or federal courts in the State of California, under Delaware law, regardless of convenience or cost to you, the investor, which could result in less favorable outcomes to the plaintiff(s) in any action against our company.
• Investors in this offering may not be entitled to a jury trial with respect to claims arising under the applicable Series Interest Subscription Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the Agreement.
• The company's results of operations may be negatively impacted by the coronavirus outbreak.
• Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect the company's business.

• Investors in a Series have only indirect exposure to its project, through the membership interest of the Series in the applicable Project Company. The Series does not own the land, the building or the power and cooling infrastructure directly.
• Each Series is entitled to its full share of the economics of its Project Company only at full funding, as defined in its Series Designation, and its voting control and its economic interest are not the same.
• Sponsor economics may increase based on Recognized Sponsor Funding, and the Sponsor Member holds a minority of the Class A voting power of the Project Company.
• Each project depends substantially on its Sponsor Member for development, land and power arrangements, construction, permitting, utility coordination, financing execution and offtaker implementation, and any failure by the Sponsor Member to perform could delay or impair the project.
• The Sponsor Member has protective consent rights that may limit or delay actions of the Project Company.
• The Project Company may incur project-level debt and construction financing, which would have claims on the assets and cash flows of the Project Company ahead of its equity holders, including the Series.
• If there is an uncured Ark7 Funding Shortfall, a Special Member may exercise rights over replacement-financing matters.
• The project depends on the availability of sufficient utility power and on effective cooling, and delays or shortfalls in either could delay the project or reduce its revenue.
• The project is subject to construction and permitting risks, including delays and cost increases.
• The Project Company may depend on a single offtaker or a small number of offtakers, and the loss or default of an offtaker could materially reduce its revenue.
• Changes in energy costs could affect the economics of the project and the demand of offtakers, even though electricity is intended to be passed through at cost.
• Technological change may make the facility, or its power and cooling design, obsolete or less competitive.
• Sponsor Interests may be issued without cash consideration and, once vested, may dilute the ownership and voting power of investors.

RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent those attacks). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Relating to the Structure, Operation and Performance of the Company

An investment in an offering constitutes only an investment in that Series and not in the company or any Underlying Asset. A purchase of Series Interests in a Series does not constitute an investment in either the company or an Underlying Asset directly, or in any other Series Interest. This results in limited voting rights of the investor, which are solely related to a particular Series, and are further limited by the Amended and Restated Series Limited Liability Company Agreement of Ark7 AIDC I, LLC effective November 2, 2026 (the "Operating Agreement") of the company, described further herein. Investors will have limited voting rights. Thus, the Managing Member and the Asset Manager retain significant control over the management of the company, each Series and the Underlying Assets.

Furthermore, because the Interests in a Series do not constitute an investment in the company as a whole, holders of the Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic interest of a holder in a Series will not be identical to owning a direct undivided interest in an Underlying Asset because, among other things, before distributions are made to the holders, the Asset Manager will receive a fee in respect of its management of the Underlying Asset.

Liability of investors between series of interests. The company is structured as a Delaware series limited liability company that issues a separate series of interests for each Underlying Asset. Each series of interests will merely be a separate series and not a separate legal entity. Under the Delaware Limited Liability Company Act (the "LLC Act"), if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of investors holding one series of interests is segregated from the liability of investors holding another series of interests and the assets of one series of interests are not available to satisfy the liabilities of other series of interests.

Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. State or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation.

If the company's series limited liability company structure is not respected, then investors may have to share any liabilities of the company with all investors and not just those who hold the same series of interests as them. Furthermore, while the company intends to maintain separate and distinct records for each series of interests and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a series to the liabilities of another series of interests. The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their Series Interests, or the likelihood of any distributions being made by a particular Series to its investors.

In addition, the company is not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series of interests should be applied to meet the liabilities of the other series of interests or the liabilities of the company generally where the assets of such other series of interests or of the company generally are insufficient to meet its liabilities.

Each Series will rely on Ark7 to manage the Series and exercise its governance rights with respect to the applicable Project Company. Ark7 serves as the Managing Member and Asset Manager of each Series and is responsible for managing the Series and exercising the Series' rights with respect to its Project Company, including the Series' voting rights and its rights relating to the appointment, removal and replacement of the Project Company Manager. Development, construction, permitting, utility coordination, financing execution and offtaker implementation for the applicable project are performed by the Sponsor Member pursuant to the applicable Project Company arrangements. Ark7 is entitled to certain fees in connection with its services to the Series. These compensation arrangements are determined by Ark7 and are not negotiated on an arm's-length basis.

If Ark7, the company's Asset Manager, fails to retain its key personnel, the company may not be able to achieve its anticipated level of growth and its business could suffer. The company's future depends, in part, on Ark7's ability to attract and retain key personnel. Its future also depends on the continued contributions of the executive officers and other key personnel of Ark7, each of whom would be difficult to replace.

In particular, Yizhen Zhao, who is the Chief Executive Officer of Ark7, is critical to the management of the company's business and operations and the development of its strategic direction. The loss of the services of Mr. Zhao or other executive officers or key personnel of Ark7 and the process to replace any of those key personnel would involve significant time and expense and may significantly delay or prevent the achievement of the company's business objectives.

Ark7 Inc. is both the Asset Manager and the Managing Member. Ark7 Inc. is both the Asset Manager and the Managing Member. The Managing Member has appointed the Asset Manager. On balance, Ark7 Inc. controls all of the decisions related to each Series:

• Care of the Underlying Asset.
• Custody of the Underlying Asset.
• Maintenance of the Underlying Asset.
• Management of the Underlying Asset.
• Ability and to take any action that it deems necessary or desirable.
• The authority to sell of the Underlying Asset.
• Whether to encumber of the Underlying Asset.
• Whether to convey the Underlying Asset.
• Whether the sourcing fee (up to the rate set out in the applicable Series Designation, applied to the gross offering proceeds actually received) will be paid to the Asset Manager, i.e. itself.
• Determination of the Asset Management Fee.

None of the responsibilities and determinations listed above will be made at arm's length and all of these decisions may unjustly financially reward Ark7 to the detriment of each Series and the investors. These conflicts may inhibit or interfere with the sound and profitable operation of the company and much smaller, if any, distributions made to the investors.

Further, the fees to be paid to the Managing Member and Asset Manager were determined internally, by the company and Ark7 and the company did not rely on any independent assessment of market rates. Accordingly, the determination of fees was not made at arm's length and may result in (i) smaller distributions made to investors, if any at all, (ii) the interference with the sound and profitable operation of the company and (iii) the fees paid to the Managing Member and Asset Manager may be higher than the fees that would be paid to an unaffiliated third party given the lack of an independent assessment as to the determination of the fees.

There may be competition for time among the various entities sharing the same management team. Currently, Ark7 is the Managing Member of Ark7 AIDC I, LLC and each series identified under "Series Offering Table" above. Ark7 intends to also be the Managing Member of future Series. It is foreseeable that at certain times the various entities will be competing for time from the management team.

There is currently no trading market for the company's securities. There is currently no public trading market for any Series Interests, and an active market may not develop or be sustained. If an active public or private trading market for the Securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Series Interests at any price. Even if a public or private market does develop, the market price could decline below the amount you paid for your Interests.

The company has limited operating history for investors to evaluate. The company was recently formed and has not generated any operating revenue. The Series included as part of this offering statement have no operating history at all. No guarantee can be given that the company or any Series Interest will achieve their investment objectives, the value of any Series Asset will increase or that any Series Asset will be successfully monetized.

The company's consolidated financial statements include a going concern opinion. The company's financial statements were prepared on a "going concern" basis. Certain matters, as described in the accompanying financial statements, indicate there may be substantial doubt about the company's ability to continue as a going concern. Specifically, the company is newly formed and has not generated revenue from operations. The company will require additional capital until revenue from operations are sufficient to cover operational costs. Successful development of the company and ultimately the attainment of profitable operations is dependent upon future events including adequate financing, continuous support from Ark7, general economic conditions, conditions in the real estate and data center infrastructure markets and achieving a level of income adequate to support the company's cost structure. Therefore, there is substantial doubt about the ability of the company to continue as a going concern.

A series may encounter difficulties in securing financing on favorable terms or even securing financing at all, potentially hindering its ability to pursue growth opportunities and meet financial obligations. In the pursuit of growth and expansion, a series may seek additional capital through debt financing from various sources. However, securing financing may prove challenging, especially if favorable terms cannot be negotiated or if financing options are limited or unavailable. Should financing be obtained, it may come with unfavorable terms, including high interest rates, stringent repayment terms, or restrictive covenants. These covenants may limit a series' ability to take certain actions, such as incurring additional debt, making capital expenditures, or paying dividends to investors. Such restrictions could potentially constrain the series' operational flexibility and hinder its ability to execute its business strategies effectively. Furthermore, the availability of additional debt financing may be subject to market conditions, timing constraints, and the financial health of the series. In cases where financing is not readily accessible, a series may face challenges in pursuing growth initiatives, acquiring new properties, or meeting existing financial obligations. This could have adverse implications for the series' ability to generate returns for investors and distribute dividends.

Risks Related to the Project Company and the Data Center Project

A Series will not own its data center project directly, and investors will have only an indirect interest in the applicable Project Company and its project. The Series Asset of each Series is a Class A membership interest in a separate limited liability company that will own and develop its data center project (the "Project Company"). The Project Company, and not the Series, will own the land, the building and the power and cooling infrastructure of its data center project. Investors in a Series will hold no direct interest in the Project Company or its assets and will have no direct rights against the Project Company, its Sponsor Member or any tenant or offtaker. Their investment will depend on the rights of the Series under the Project Company Operating Agreement. Distributions to the Series, and in turn to investors, will depend on the results of the Project Company and on its distribution decisions, and will be made only after Project Company-level expenses, debt service and reserves.

The voting control and economic interest of a Series in its Project Company are not the same, and the Sponsor may receive a substantial share of the economics. A Series may hold a majority of the Class A voting power of its Project Company, while the development sponsor of the project, as Sponsor Member (the "Sponsor"), holds the remainder. The percentages for each Series are set out under "Series Properties Being Offered". The Series controls the appointment, removal and replacement of the Project Company Manager, which is Ark7 or an entity controlled by Ark7. A Series is entitled to its full share of the economics of the Project Company only at full funding, as defined in its Series Designation, and Sponsor economics may be substantial, based on Recognized Sponsor Funding. If the Series contributes less than full funding, its share of the economics may be lower. Series-level fees and expenses do not reduce, and do not count toward, the Series equity contribution.

The success of each project depends substantially on its Sponsor. Under the Project Company arrangements, the Sponsor handles development, land and power arrangements, construction, permitting, utility coordination, financing execution and offtaker implementation. Neither the Series nor Ark7 controls the business, resources or personnel of the Sponsor. If the Sponsor does not perform, performs late, or experiences financial or operational difficulties, the project could be delayed, cost more than expected or not be completed, and the value of the interest of the Series in the Project Company could be impaired.

The Sponsor holds consent rights that could limit the actions of the Project Company. The Sponsor, as Sponsor Member of each Project Company, holds consent rights over certain Project Company matters. These Sponsor rights are intended to be protective rights, not ordinary-course participating rights. However, the interests of the Sponsor may differ from those of the Series and its investors, and the Sponsor could withhold its consent to actions that the Series or the Project Company Manager considers to be in the best interests of the Series, which could delay or prevent those actions.

A Special Member could obtain rights over replacement financing. A Series or its Project Company may have an individual who serves as a contractual, project-specific Special Member. The role is dormant unless there is an uncured Ark7 Funding Shortfall. Once activated, the rights of the Special Member are limited to replacement-financing matters, and the Special Member has no ordinary-course management, securities offering, investor communication, subscription or issuance authority. The role cannot impair the majority Class A voting control of the Series in the Project Company, and it ends upon Ark7 Full Funding. Ark7 has regulatory suspension and removal rights with respect to the Special Member, including under Rule 262 of Regulation A. If the role is activated, replacement financing could be arranged on terms that are less favorable to the Series and its investors than the terms the Series would otherwise have obtained.

Project-level debt and construction financing may not be available, and any such debt would rank ahead of the interest of the Series. The Project Company may need project-level debt or construction financing, in addition to equity, to complete its project. Such financing may not be available on acceptable terms, or at all. Any Project Company debt would be senior to the equity interest of the Series, may be secured by the assets of the Project Company and may include covenants that restrict distributions. If the Project Company cannot service or refinance its debt, lenders could foreclose on the project, and investors could lose their entire investment.

The project depends on the availability of sufficient and reliable power. The data center depends on obtaining sufficient and reliable utility power at the site. Delays in utility interconnection, limits on available capacity, outages or curtailment could delay the project, reduce the capacity that can be leased, or lead a tenant or offtaker to terminate, reduce or not renew its commitment.

Cooling systems may fail or prove insufficient. A data center requires cooling infrastructure that can remove the heat produced by its tenants' compute equipment. Failures, design shortfalls or changes in the cooling requirements of that equipment could cause outages, require costly upgrades or expose the Project Company to claims from a tenant or offtaker.

Construction may be delayed or cost more than expected. The Project Company must build the data center, including the building and the power and cooling infrastructure. Construction is subject to cost overruns, contractor performance, shortages of electrical and mechanical equipment, labor shortages, weather and other delays. Delays or overruns could require additional financing, defer or reduce distributions or prevent completion of the project.

The project requires permits and approvals that may be delayed or denied. The development and operation of each project require zoning, building, environmental, utility and other permits and approvals. These may be delayed, denied or granted subject to conditions, and laws and regulations that affect data centers, including those relating to energy use, water use and noise, may change.

The Project Company is expected to depend on a small number of tenants or offtakers. The tenant or offtaker is expected to own its compute equipment, and rent is expected to be based on reserved IT capacity. The revenue of the Project Company is therefore expected to be concentrated in one or a small number of tenants or offtakers. If a tenant or offtaker does not sign, delays occupancy, defaults, does not renew or reduces its reserved capacity, the revenue of the Project Company could fall significantly, and a replacement on similar terms may be difficult to find.

Energy costs may increase. Electricity is intended to be passed through to the tenant or offtaker at cost. If pass-through terms are not obtained or enforced, the Project Company could bear part of the cost of electricity. Significant increases in energy prices could also make the site less competitive and reduce demand for its capacity.

Technological change may make the data center less competitive or obsolete. Computing technology, including the power density and cooling needs of high-performance computing equipment, changes rapidly. The power, cooling and design of the data center may not meet future tenant requirements, which could require significant capital expenditures or reduce the value of the project and the demand for its capacity.

Sponsor Interests may dilute public investors. Under Section 3.4(c) of the Operating Agreement, Series Interests of a Series (the "Sponsor Interests") may be issued to Ark7 without cash consideration. The Sponsor Interests vest based on the acquisition of the Series Asset. Once vested, the Sponsor Interests may dilute the percentage ownership and voting power of public investors in that Series.

Risks Relating to the Offering

The company may not raise sufficient funds to achieve its business objectives. There is no minimum amount required to be raised before the company can accept your subscription for the Series Interests, and it can access the funds immediately. The company may not raise an amount sufficient for it to meet all of its objectives. Once the company accepts your investment funds, there will be no obligation to return your funds. Even if other Series Interests are sold, there may be insufficient funds raised through this offering to cover the expenses associated with the offering or complete development and implementation of the company's operations. The lack of sufficient funds to pay expenses and for working capital will negatively impact the company's ability to implement and complete its planned use of proceeds.

A Series may offer Series Interests before its Project Company completes the acquisition and development of the applicable project. A Series may commence an offering before its Project Company has completed the acquisition of the project land or development of the applicable project. The acquisition and development of the project may remain subject to conditions including financing, permitting, utility availability, construction requirements and other closing or development conditions. If the Project Company does not complete the acquisition or development of the project, the value of the Series' interest in the Project Company could be materially adversely affected, and the Company may terminate the applicable Series offering.

The company's management has discretion in the application of proceeds within the permitted categories described under "Use of Proceeds." Actual allocations may vary based on operating needs, available cash flows, and the amount raised in this Offering.

If Series #VNATI does not achieve Ark7 Full Funding, its economic interest in the Project Company may be less than 26%. Series #VNATI is entitled to a 26% economic interest in its Project Company upon Ark7 Full Funding of $20,280,000 of actual Series cash contributed to and received by the Project Company. If the Series contributes less than $20,280,000, its economic interest in the Project Company will be determined in accordance with the applicable Project Company arrangements and may be less than 26%. Series-level fees and expenses do not count toward the $20,280,000 equity contribution.

The purchase prices for the Series Interests have been arbitrarily determined. The purchase price for the Series Interests has been arbitrarily determined by the company and bears no relationship to the company's assets, book value, earnings or other generally accepted criteria of value. In determining pricing, the company considered factors such as the company's limited financial resources, the nature of its assets, estimates of its business potential, the degree of equity or control desired to be retained by the existing interest holders and general economic conditions.

If the applicable Project Company is unable to sell or otherwise monetize its project or the Series is unable to dispose of its interest in the Project Company, investors may have to hold their Series Interests for an indefinite period. There can be no assurance that the applicable Project Company will be able to sell or otherwise monetize its project, or that a Series will be able to dispose of its interest in the Project Company, at a favorable time or price. Any such disposition will be subject to the applicable Project Company arrangements and the rights of the Sponsor Member.

Competition with other parties entering real estate investment business may reduce the company's profitability. There are and will be other entities engaged in real estate investment, including financial institutions, many of which have greater resources than the company does. Larger entities may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and built-in client base. Such competition could make it more difficult to obtain future funding, which could affect the company's growth as a company.

The company does not intend to hire an escrow agent and there will be no escrow account, therefore there is no independent third-party holding investors funds until they are released to the company. Typically, the escrow agent retains custody of the assets such as cash, until certain conditions are met, at which time those assets are released to the company. In this offering the company has not retained an escrow agent and there will be no escrow account, therefore investors may be subject to increased administrative risk as additional administrative burdens will be placed on the company who may or may not have the expertise to administer the escrow seamlessly.

Risk Factors Related to Promotional or Incentive Programs

The Company may, from time to time, offer limited promotional or incentive programs in connection with the operation of its platform. These programs are operational in nature and are not part of the terms of the securities being offered pursuant to this Offering Circular. Promotional or incentive programs may be modified or discontinued at any time and should not be relied upon when evaluating this investment. Any such program does not provide or imply any assurance of investment performance, protection against loss, or guaranteed returns. If investors rely on promotional or incentive programs when making investment decisions, they may have expectations that do not align with the actual terms, risks, and economic characteristics of the securities offered.

Risks Related to Taxation

Changes in Federal tax laws may have adverse or unexpected effects on our investors. The Internal Revenue Code (the "Code") is subject to change by Congress, and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any Series of the Company would be limited to prospective effect. For instance, prior to effectiveness of the Tax Cuts and Jobs Act of 2017, an exchange of the Shares of one Series for another might have been a non-taxable 'like-kind exchange' transaction, while transactions now only qualify for that treatment with respect to real property. Accordingly, the ultimate effect on an Investor's tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.

Each Series intends to be taxed as a "C" corporation, and its tax treatment has not yet been confirmed by tax counsel. Each Series intends to elect to be taxed as a "C" corporation for U.S. federal income tax purposes by filing an entity classification election on IRS Form 8832. As a "C" corporation, the Series would pay corporate income tax on its taxable income, which would reduce the cash available for distribution, and investors would be taxed on distributions as corporate dividends. The ability of a series of a series limited liability company to make this election rests on proposed Treasury Regulations that are not yet final and could change, and the tax treatment of the Series and of its interest in the Project Company may differ from what is expected.

Risk Factors Related to the Real Estate Market

The applicable Project Company's real estate and real estate-related assets will be subject to the risks typically associated with real estate. The properties the applicable Project Company acquires will be subject to the risks typically associated with real estate. The value of real estate may be adversely affected by a number of risks, including:

• natural disasters such as hurricanes, earthquakes and floods;
• pandemics, such as COVID-19;
• acts of war or terrorism, including the consequences of terrorist attacks;
• adverse changes in national and local economic and real estate conditions;
• an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants;
• changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance therewith and the potential for liability under applicable laws;
• costs of remediation and liabilities associated with environmental conditions affecting properties; and
• the potential for uninsured or underinsured property losses.

The value of each property is directly related to its ability to generate cash flow and net income, which in turn depends on the amount of rental or other income that can be generated net of expenses required to be incurred with respect to the property. Many expenditures associated with properties (such as operating expenses and capital expenditures) cannot be reduced when there is a reduction in income from the properties.

The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions. The successful operation of any real estate asset is significantly related to general and local economic conditions. Periods of economic slowdown or recession, significantly rising interest rates, declining employment levels, decreasing demand for real estate, declining real estate values, or the public perception that any of these events may occur, can result in reductions in the underlying value of any asset and result in poor economic performance. In such cases, investors may lose the full value of their investment, or may not experience any distributions from the real estate asset.

The market in which the applicable Project Company participates is competitive and, if it does not compete effectively, its operating results could be harmed. The applicable Project Company competes with many other entities engaged in real estate acquisition and operating activities, including but not limited to individuals, corporations, bank and insurance company investment accounts, real estate investment trusts, and private real estate funds. This market is competitive and rapidly changing. The applicable Project Company expects competition to persist and intensify in the future, which could harm its ability to acquire properties on terms that investors find to be reasonable.

The company may decide to sell an Underlying Asset which could conflict with an investor's interests. Ark7, the Managing Member, may determine when to sell any Underlying Asset at any time in accordance with the management rights afforded to the Managing Member. Investors will not have a say in this decision. The timing and decision to sell an Underlying Asset may conflict with investors personal interests, beliefs or theories regarding the real estate market. Further, it is possible the sale was not done at an optimal time. In any case, investors would not have any cause of action against the company or Managing Member for such sales.

Property taxes could increase due to property tax rate changes or reassessment, which could impact our financial condition, results of operations and cash flow. The applicable Project Company will be required to pay state and local taxes on its property. The real property taxes on its properties may increase as property tax rates change or as its properties are assessed or reassessed by taxing authorities. If the property taxes the applicable Project Company pays increase, our financial condition, results of operations, cash flow, the value of our interests and our ability to satisfy our principal and interest obligations and to make distributions to our investors could be adversely affected.

Costs imposed pursuant to governmental laws and regulations may reduce the company's net income and the cash available for distributions to its investors. Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. The applicable Project Company could be subject to liability in the form of fines, penalties, or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on the tenants, owners, or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Activities of the applicable Project Company's tenants, the condition of properties at the time the applicable Project Company buys them, operations in the vicinity of its properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect its properties. The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder the applicable Project Company's ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages the applicable Project Company must pay will reduce its ability to make distributions and may reduce the value of your investment.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to the company's investors. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent the applicable Project Company from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distribution to you.

Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions. The real property of each Project Company may be subject to the Americans with Disabilities Act of 1990, as amended, or the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The ADA has separate compliance requirements for "public accommodations" and "commercial facilities" that generally require that buildings and services be made accessible and available to people with disabilities. The ADA's requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds used for ADA compliance will reduce the applicable Project Company's net income and the amount of cash available for distributions to investors.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce the applicable Project Company's cash flows and the return on investment. There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution, or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums the applicable Project Company pays for coverage against property and casualty claims. Additionally, to the extent the applicable Project Company finances the acquisition of its project, mortgage lenders in some cases insist that commercial property owners purchase coverage against terrorism as a condition for providing mortgage loans. Such insurance policies may not be available at reasonable costs, if at all, which could inhibit the applicable Project Company's ability to finance or refinance its properties if so required. In such instances, the applicable Project Company may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. The applicable Project Company may not have adequate coverage for such losses. If any of the properties incur a casualty loss that is not fully insured, the value of the assets will be reduced by any such uninsured loss, which may reduce the value of investor interests. In addition, other than any working capital reserve or other reserves the applicable Project Company may establish, the applicable Project Company has no additional sources of funding to repair or reconstruct any uninsured property. Also, to the extent the applicable Project Company must pay unexpectedly large amounts for insurance, it could suffer reduced earnings that would result in lower distributions to investors.

Risks Related to Forum Selection and Jury Waivers

The company's Operating Agreement and applicable Series Interest Subscription Agreement each include a forum selection provision, that requires disputes be resolved in state or federal courts in the State of California, under Delaware law, regardless of convenience or cost to you, the investor, which could result in less favorable outcomes to the plaintiff(s) in any action against our company.

Operating Agreement: Our Amended and Restated Series Limited Liability Company Agreement of Ark7 AIDC I, LLC (the "Operating Agreement") includes a forum selection provision that requires any suit, action, or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with the Operating Agreement, or the transactions contemplated thereby be brought in state or federal court of competent jurisdiction located within the State of California.

This forum selection provision may limit investors' ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations thereunder.

Subscription Agreement: Our applicable Series Interest Subscription Agreement for each manner of investing and class of security includes a forum selection provision that requires any suit, action, or proceeding arising from the applicable Series Interest Subscription agreement be brought in a state of federal court of competent jurisdiction located within the State of California. This forum selection provision may limit investors' ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations thereunder.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the applicable Series Interest Subscription Agreement, or Operating Agreement which could result in less favorable outcomes to the plaintiff(s) in any action under these Agreements. Investors in this offering will be bound by the applicable Series Interest Subscription Agreement and the Operating Agreement, both of which include a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to this agreement. By signing these agreements, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor's jury trial rights following consultation with the investor's legal counsel.

If the company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To the company's knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, the company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the applicable Series Interest Subscription Agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within an agreement is sufficiently prominent such that a party knowingly, intelligently, and voluntarily waived the right to a jury trial. The company believes that this is the case with respect to the applicable Series Interest Subscription Agreement. You should consult legal counsel regarding the jury waiver provision before entering into the applicable Series Interest Subscription Agreement.

If you bring a claim against the company in connection with matters arising under the applicable Series Interest Subscription Agreement or Operating Agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under one of those agreements, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the applicable Series Interest Subscription Agreement or Operating Agreement with a jury trial. No condition, stipulation or provision of the applicable Series Interest Subscription Agreement or Operating Agreement serves as a waiver by any holder of the company's securities or by the company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the units are transferred, the transferee is required to agree to all the same conditions, obligations, and restrictions applicable to the units or to the transferor with regard to ownership of the units, that were in effect immediately prior to the transfer of the units, including the applicable Series Interest Subscription Agreement and the Operating Agreement.

DILUTION

Dilution means a reduction in value, control, or earnings of the units the investor owns.

As of the date of this Offering Circular, Ark7 owns 100% of the Company's membership interests. Those membership interests are not connected to any specific Series Interest. Investors in this offering will be acquiring Series Interests for the Series included on the cover page to this Offering Circular. The economic rights of each Series Interest will be based on the corresponding Underlying Asset.

Accordingly, investors may experience dilution as a result of (i) the issuance of additional Series Interests for the applicable Series, (ii) the conversion of any Series Interests previously issued pursuant to Regulation D, and (iii) the issuance and vesting of Sponsor Interests (as defined below), each of which increases the total number of Series Interests outstanding for that Series. As discussed under "Securities Being Offered - Prior Offerings and Conversion of Series Interests," such conversions may increase the number of Series Interests outstanding immediately prior to or concurrently with the initial closing of this Regulation A offering.

Sponsor Interests. Under Section 3.4(c) of the Operating Agreement, Series Interests may be issued to Ark7 Inc. without cash consideration (the "Sponsor Interests"). The Sponsor Interests vest based on the acquisition of the Series Asset. The number of Sponsor Interests for each Series is set out in its Series Designation and under "Securities Being Offered - Series-Specific Provisions". Because no cash is paid for the Sponsor Interests, once vested they may dilute the percentage ownership and voting power of investors who purchase Series Interests in this Offering.

Following conversion, Series Interests previously issued pursuant to Regulation D will have the rights, preferences and restrictions set out in the Operating Agreement and the applicable Series Designation, which contain Series-specific provisions, including those relating to the Sponsor Interests, the Special Member and Series-level voting. Investors should not assume that every Series Interest of the Series will have identical rights in all respects. See "Securities Being Offered."

PLAN OF DISTRIBUTION

As described below the company is offering up to a certain amount of units of each series at a price described below per series interest. There is no minimum investment amount, however each investor much purchase at least one series interest.

The company plans to market the securities directly on a "best efforts" basis. The company intends to use its website and apps to offer the Series Interests to eligible investors. The company's officers, directors, employees, and advisors may participate in the offering. When applicable, the company intends to prepare written materials and respond to investors after the investors initiate contact with the company, however the company's officers, directors, employees and advisors will not orally solicit investors. As of the date of this Offering Circular the company has not prepared any written materials.

The Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the company's website www.ark7.com. Prospective investors may subscribe for the company units in this offering only through the website. In order to subscribe to purchase our interests, a prospective investor must electronically complete, sign and deliver to us an executed subscription agreement like the one attached to this Offering Statement, of which this Offering Circular is part, as Exhibit 4.1 and wire funds for its subscription amount in accordance with the instructions provided therein.

We reserve the right to reject any investor's subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a "qualified purchaser" for purposes of Section 18(b)(4)(D)(ii) of the Securities Act, or for other factors such as, but not limited to, investors providing incorrect payment information, or the investor not satisfying AML/KYC screening criteria. If the offering terminates or if any prospective investor's subscription is rejected, all funds received from such investors will be returned without interest or deduction.

Further, pursuant to section 6 in the applicable Series Interest Subscription Agreement, the subscriptions are irrevocable by the investor.

After each closing, funds tendered by investors will be available to the company for its use.

The offering will terminate at the earlier of (i) the date at which the maximum offering amount has been sold, (ii) the date at which the offering is earlier terminated by the company, in its sole discretion or (iii) the date that is three years from this offering being qualified by the SEC.

The company is conducting a continuous offering, in which it intends to accept investor funds until the offering is terminated. As there is no minimum, the company may, in its sole discretion, undertake one or more closings on a rolling basis, regardless of the amount of funds, and intends to affect a close every 7 business days and, after each closing, funds tendered by investors will be available to the company, and interests will be issued to investors. The initial closing will occur as soon as funds clear. We expect to hold subsequent closings every 7 business days. Assuming additional information does not need to be provided for due diligence (AML/KYC) and the investment has been funded it will take up to 3 business days to determine whether a subscription agreement has been accepted or rejected. In the event additional information is required from the subscriber, within 3 business days, the company will reach out to the subscriber for that information.

Each closing involves administrative burden to the company, and so the company intends to use periodic closings to reduce that burden, allowing the company to place more focus on its real estate operations.

As noted above, the company intends to effect closings every 7 days, but may undertake additional closings upon considering certain factors, such as:

• The amount of money contained in the company's segregated account of the applicable Series Interest; and
• The number of subscriptions received.

The company has not engaged commissioned sales agents or broker-dealers and, in conjunction with its associated persons, plans to conduct and distribute the Offering through the Ark7 platform. The associated persons of our Managing Member will not receive any commission or any other remuneration in relation to this offering. In offering the securities on our behalf, the associated persons of the Managing Member will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. No other affiliated entity involved in the offer and sale of the membership interests is currently a member firm of FINRA and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of the membership interests. Where appropriate, in order to conduct the offering, the company intends to register with state securities regulators as an Issuer-Dealer or register one or more of its associated persons, including the Managing Member, where required, with state securities regulators as an Issuer-Agent.

The company will perform the following administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services:

• Review investor information, including KYC ("Know Your Customer") data, perform AML ("Anti Money Laundering") and other compliance background checks, and provide a recommendation to the company whether or not to accept an investor as a customer.
• Review each investor's applicable Series Interest Subscription Agreement to confirm such investor's participation in the offering and provide a determination to the company whether or not to accept the use of the applicable Series Interest Subscription Agreement for the investor's participation.
• Contact and/or notify the company, if needed, to gather additional information or clarification on an investor;
• Not provide any investment advice nor any investment recommendations to any investor;
• Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in its performance pursuant to the terms of the agreement (e.g., as needed for AML and background checks); and
• Coordinate with third party providers to ensure adequate review and compliance.

Selling Security Holders

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the company.

Transfer Agent

The company has engaged izoo, LLC as its transfer agent.

Process of Subscribing

After the offering Statement has been qualified by the Commission, the company will accept tenders of funds to purchase the Series Interests.

Investors will be required to complete an applicable Series Interest Subscription Agreement in order to invest. The applicable Series Interest Subscription Agreement includes a representation by the investor to the effect that, if the investor is not an "accredited investor" as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of their annual income or 10% of their net worth (excluding the investor's principal residence).

To subscribe for the Series Interests, each prospective investor must:

1. Go to https://www.ark7.com, complete user registration;
2. Complete profile setup and link a bank account;
3. Navigate to open prospective offering page, click on the "Buy" button; that will open the subscribe panel;
4. Complete subscribe information and review and sign the applicable Series Interest Subscription Agreement;
5. Based on your account status, the company may ask an Investor to provide identification or accreditation proof documents before accepting the subscription.

Any potential investor will have ample time and is advised to review the applicable Series Interest Subscription Agreement, along with their counsel, prior to making any final investment decision.

The company may close on investments on a "rolling" basis (so not all investors will receive their Series Interests on the same date). Investors may subscribe by tendering funds by check, wire transfer, or ACH transfer to the segregated account controlled by the company until the company has accepted the investor's subscription. Assuming additional information does not need to be provided for due diligence (AML/KYC) and the investment has been funded it will take up to 3 business days to determine whether a subscription agreement has been accepted or rejected. In the event additional information is required from the subscriber, within 3 business days, the company will reach out to the subscriber for that information.

Upon closing, funds tendered by investors will be made available to the company for its use. The company has the right to refuse to sell the Series Interests to any prospective investor or for any reason in its sole discretion, including, without limitation, if such prospective investor does not promptly supply all information requested by the company in connection with such prospective investor subscription.

In addition, in the company's sole discretion, it may establish a limit on the purchase of Series Interests by particular prospective investors. The following limits have been established for the Series Interests as set forth in their respective Series Designations:

No Escrow

The company has not established an escrow account or hired an escrow agent to hold funds tendered by investors. Funds will be held in a segregated account controlled by the company until the company has accepted the investor's subscription. At that time, those funds will be available to the company.

Forum Selection Provision

The applicable Series Interest Subscription Agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the company based on the Agreement to be brought in a state or federal court of competent jurisdiction in the State of California for the purpose of any suit, action or other proceeding arising out of or based upon the Agreement. Although the company believes the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting the company's litigation costs, to the extent it is enforceable, the forum selection provision may limit investors' ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time traveling to any particular forum so they may continue to focus on operations of the company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The company believes that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver

The applicable Series Interest Subscription Agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the Agreement, including any claim under federal securities laws. By signing the applicable Series Interest Subscription Agreement, an investor will warrant that the investor has reviewed this waiver with the investor's legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor's legal counsel. If the company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, subscribers will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations promulgated thereunder.

USE OF PROCEEDS

Series #VNATI

The company has previously raised capital for Series #VNATI through a prior private offering conducted under Regulation D (the "Prior Offering"). Funds from the Prior Offering were used (or will be used) for contribution, together with the proceeds of this Offering, to the Project Company as equity, after Series-level expenses.

The proceeds from this Offering, together with the amounts raised in the Prior Offering, will collectively be used for the following purposes:

Sources of Funds

Uses of Funds

____________________

1. The Series will not pay a purchase price for real property. The Project Company, and not the Series, will acquire the project land directly from a third-party seller, Treutlen County Development Authority, and will own and develop Soperton Data Center Project. The net proceeds of this Offering will be used to make an equity contribution to the Project Company, in which the Series holds a Class A membership interest.
2. The Series has no intercompany loans, and the proceeds of this Offering will not be used to make or repay intercompany loans.
3. Offering expenses include audit fees, legal fees, Edgarization fees, blue sky filing fees, and other customary offering-related costs. The company intends for the Series to be responsible only for a portion of these expenses, with any remaining amounts to be borne by the Managing Member or other series, without reimbursement.
4. The Sourcing Fee represents a fee payable to the Asset Manager in connection with the identification, diligence, and negotiation of the investment of the Series in the Project Company, as described in the Series Designation for the Series. The Sourcing Fee is up to 6.0% of the gross offering proceeds actually received. The Sourcing Fee comprises both (i) the sourcing fee allocable to the Regulation A offering in the amount of $1,391,040.00, and (ii) the sourcing fee allocable to the Regulation D offering in the amount of $37,128.00.
5. Full Series economics require $20,280,000 of actual Series cash contributed to, and received by, the Project Company. Series-level fees and expenses, including the offering expenses and the Sourcing Fee, do not reduce, and do not count toward, that amount. That amount is the equity contribution of the Series to the Project Company. It is not a purchase price for the land or for the project.

The actual allocation of proceeds between the equity contribution to the Project Company, reserves and offering expenses may vary based on the timing and amount of funds raised, as well as the needs of the Series. Any remaining proceeds will be applied toward operating reserves or other permitted uses as determined by the Managing Member in its discretion. The company reserves the right to adjust the use of proceeds if management believes such changes are in the best interests of the Series.

In the event that the proceeds from this Offering are less than the amounts estimated, the net equity contributed to the Project Company will be lower, and the share of the economics of the Project Company to which the Series is entitled may be lower than 26%. The share of the economics of the Project Company to which Series #VNATI is entitled equals 26% multiplied by the cash actually contributed by Series #VNATI to, and received by, the Project Company, divided by $20,280,000 (approximately 1% for each $780,000), up to a maximum of 26%.

If the total amount raised is less than the maximum offering amount, the Series may have limited funds available for operating reserves. The Managing Member may, but is not required to, provide additional financial support or defer certain expenses to meet the operational needs of the Series.

The Agreed Land-and-Power Value of $10,000,000 is a negotiated commercial value used for economic sizing. It is not additional cash.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

The Series does not currently anticipate making payments to directors. Management fees and other ongoing expenses may be incurred in the discretion of the Managing Member and as permitted under the governing documents of the Series.

THE COMPANY'S BUSINESS

Company Overview - Our Mission

Ark7 AIDC I, LLC, a Delaware series limited liability company, was established on September 29, 2026 to expand access to investments in data-center and related digital infrastructure assets. Each series of Ark7 AIDC I, LLC (each, a "Series") invests in one or more entities that own and develop data-center and related infrastructure assets, rather than acquiring real property directly. The terms of each transaction, including the interest held by the Series, its voting and economic rights and its funding obligations, are governed by the applicable Series Designation and this Offering Circular.

Ark7 AIDC I, LLC is managed by Ark7. As discussed further in the Amended and Restated Series Limited Liability Company Agreement of Ark7 AIDC I, LLC effective November 2, 2026 (the "Operating Agreement"), Ark7 is the Managing Member of Ark7 AIDC I, LLC. Ark7 was incorporated in the State of Delaware on June 26, 2018. Ark7 operates a digital investment platform through which interests in each Series are offered to investors.

Ark7 sources, evaluates and structures each Series investment and, as Asset Manager, manages each Series' interest in the entity in which it invests. The development, construction and operation of each project are expected to be carried out at the level of that entity, with the assistance of a development sponsor, under the arrangements governing that entity.

Series LLC Structure

Each Series is a distinct series of our Delaware series limited liability company. A Series does not hold title to the data-center real property. Instead, it holds a membership interest in a separate limited liability company that owns and develops the project (a "Project Company"). The Project Company, and not the Series, acquires the project land and enters into the development, construction, power and tenant arrangements for the project.

As a Delaware series limited liability company, Ark7 AIDC I, LLC structures its operations so that the debts, liabilities, obligations, and expenses associated with a particular series are segregated and only enforceable against the assets of that series, as provided under Delaware law. This setup allows for financial and legal separation across different investments within our portfolio.

Ark7 AIDC I, LLC is a single-member limited liability company that is disregarded as an entity separate from its owner for U.S. federal income tax purposes. Each Series intends to elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes by filing IRS Form 8832, as described under "U.S. Federal Income Tax Considerations".

Our company focuses on the identification, structuring and management of investments in data-center and related infrastructure projects, with each investment held within its own series.

Control of the Project Company

The Series Designation of each Series and the operating agreement of the related Project Company set out the Series' rights in the Project Company. Each Series holds a Class A membership interest in its Project Company, and the development sponsor, as Sponsor Member, holds the remaining Class A voting power. The Class A voting percentages held by each Series and by its Sponsor Member are set out under "Series Properties Being Offered".

The Series controls the appointment, removal and replacement of the manager of the Project Company. The manager of the Project Company is Ark7 or an entity controlled by Ark7.

The rights of the Sponsor Member are intended to be protective rights, such as consent rights over specified fundamental matters, and not rights to participate in the ordinary-course management of the Project Company. See "Series Properties Being Offered" for the terms that apply to each Series.

Investment Objectives

Ark7 AIDC I, LLC aims to offer its investors a range of carefully considered investment objectives, including:

• Cash Flow: Participating in distributions from the Project Company once the project is completed and leased.
• Value Growth: Fostering long-term capital appreciation through the development and operation of data-center infrastructure.
• Capital Preservation: Focusing on the preservation of capital through careful project selection, structuring and oversight.

While we strive to meet these objectives, it is important for investors to understand that the achievement of these goals cannot be guaranteed. The value of assets may fluctuate, and Ark7 AIDC I, LLC does not assure that the investment objectives will be achieved.

Investment Criteria

Ark7 AIDC I, LLC focuses on investments that meet the following criteria, as determined by Ark7:

• Asset Type: Data-center and related digital infrastructure projects, including the land, building, and power and cooling infrastructure that support the computing equipment of a tenant.
• Structure: Investments made through a Project Company in which the Series holds a membership interest, on the terms set out in the applicable Series Designation.
• Power and Site: Sites with secured or reasonably obtainable utility power capacity, suitable land, and the ability to obtain the required permits.
• Tenant Demand: Projects expected to be leased to tenants or offtakers that own and operate their own computing equipment.

These criteria may evolve as we refine our investment strategy and respond to market conditions.

Investment Process

Ark7 AIDC I, LLC utilizes a structured investment process to ensure that each investment we consider aligns with our strategic objectives and investment criteria:

• Sourcing: Ark7 identifies data-center and related infrastructure opportunities, including through relationships with development sponsors.
• Due Diligence: Each potential investment is evaluated against our investment criteria, including the site, power availability, cooling, permitting, the construction plan and budget, tenant demand, and the experience of the development sponsor.
• Structuring: Ark7 negotiates the Project Company arrangements, including the Series' equity contribution, voting rights and economic interest, and the rights of the development sponsor.
• Funding: The Series contributes equity to the Project Company from the proceeds of its offering. The Project Company, and not the Series, acquires the project land from the seller and enters into the construction, financing and tenant arrangements.
• Development: The development sponsor assists the Project Company with development, land and power arrangements, construction, permitting, utility coordination, financing execution and offtaker implementation under the Project Company arrangements.
• Ongoing Management: Ark7, as Asset Manager, monitors the Project Company and exercises the rights of the Series as a member of the Project Company.

Our Managing Member maintains control over all investment decisions of each Series, guided by our investment objectives.

Leverage Policy

The Series does not expect to borrow to fund its equity contribution to the Project Company. The Project Company may incur project-level debt, including construction financing, which would be secured by the project assets and would rank ahead of the equity held by the Series. The terms of any such debt will depend on market conditions and on the Project Company arrangements.

Promotion and Incentive Programs

The Company may, from time to time, offer limited promotional or incentive programs in connection with the operation of its platform. These programs may include investment credits, temporary fee adjustments, or other ancillary benefits made available to platform users. Any such program will be limited in duration and may be changed or discontinued at any time.

These programs are operational features of the platform and are not part of the terms of the securities being offered under this Offering Circular. They do not modify, supplement, or otherwise affect the rights, preferences, obligations, or economic characteristics of any securities issued in this offering.

Promotional or incentive programs do not provide or imply any assurance of investment performance, protection against loss, or guaranteed income. Investors should not consider the availability of any such program when evaluating an investment in the securities offered hereby.

The Company may provide general information about promotional or incentive programs through its website, mobile application, or other permitted communications. These materials are provided solely for informational purposes and do not form part of this Offering Circular. If any inconsistency arises between such communications and this Offering Circular, the disclosures contained in this Offering Circular shall control.

Asset Management Fee and Sourcing Fee

The Asset Manager will be entitled to an annual asset management fee from each Series, calculated as a percentage of any Free Cash Flows available for distribution pursuant to the Operating Agreement, at the rate set out in the applicable Series Designation.

The Managing Member will be entitled to a sourcing fee of up to the rate set out in the applicable Series Designation, applied to the gross offering proceeds actually received by each Series.

Operating Expenses

Each Series within Ark7 AIDC I, LLC will bear the costs and expenses associated with its activities, including but not limited to:

• Management fees, audit expenses, and report preparation costs for the series.
• Insurance premiums.
• Withholding or transfer taxes, as well as governmental fees.
• Legal fees and settlement costs for litigation or regulatory matters related to the series.
• Fees for a third-party registrar and transfer agent, if appointed.
• Indemnification payments.
• Costs for third-party services engaged by the Asset Manager.
• Any other expenses deemed as Operating Expenses by the Asset Manager.

The costs of developing, constructing and operating the project, including power and cooling costs, are expected to be borne at the Project Company level. Series-level fees and expenses do not reduce, or count toward, the equity contribution of the Series to the Project Company.

The Managing Member will cover its own ordinary expenses. If Operating Expenses exceed the revenues of a Series and cannot be covered by reserves, the Managing Member may either pay the expenses without seeking reimbursement, loan the amount to the series with reasonable interest, or issue additional interests in the series to cover the shortfall.

Conflicts of Interest

Conflicts of interest may exist now or arise in the future involving the manager, its affiliates, and our officers and/or directors who also hold positions with the Managing Member. These conflicts could include:

• Our executive officers serve as officers of other entities affiliated with the Managing Member. This could lead to conflicts regarding agreements and arrangements with the manager and its affiliates, potentially affecting the terms negotiated.
• Our executive officers are not obligated to allocate specific time to our affairs, which may result in competition for their attention between our business and other ventures managed by the manager or its affiliates. Consequently, we may not receive the level of support we would if managed internally.
• Ark7 or an entity it controls serves as manager of the Project Company while Ark7 also acts as Managing Member and Asset Manager of the Series.
• The development sponsor and its affiliates have their own economic interest and protective consent rights in the Project Company, and their interests may differ from those of the Series and its investors.
• The possibility of the Managing Member establishing additional vehicles with similar investment goals, potentially resulting in overlapping objectives. If we have sufficient capital, investments suitable for us will be allocated accordingly.
• The Managing Member's limited responsibilities as outlined in the operating agreement, with no liability beyond specified duties. We are obligated to reimburse and indemnify the manager and its affiliates for expenses and losses, except in cases of egregious misconduct, potentially exposing us to poor performance or losses for which the Managing Member would not be held responsible.

SERIES PROPERTIES BEING OFFERED

Property Overview - Series #VNATI

Timeline

Series #VNATI was established on September 29, 2026. The operating agreement of Soperton Data Center I, LLC (the "Project Company") was executed on November 3, 2026, and the Investment Agreement, effective September 28, 2026, was amended by the First Amendment to Investment Agreement dated as of November 2, 2026.

The Project Company is the intended direct purchaser of the project land from a third-party seller, Treutlen County Development Authority. Series #VNATI is not the purchaser of the land. Series #VNATI will contribute equity to the Project Company in respect of its Class A membership interest in the Project Company. The Project Company entered into a purchase agreement for the project land on September 23, 2026 and expects the acquisition to close on or before December 22, 2026. As of the date of this Offering Circular, the Project Company has not acquired the project land and Series #VNATI has not contributed equity to the Project Company.

The above information is preliminary and should not be considered indicative of future performance.

Project Summary

The Project Company and Control

Series #VNATI holds, or has committed to acquire, a Class A membership interest in the Project Company. The Project Company will own and develop a data center project at 926 Commerce Dr, Soperton, GA 30457 ("Soperton Data Center Project").

Series #VNATI holds 66.67% of the Class A voting power of the Project Company, and VCI Energy Inc. (the "Sponsor"), as Sponsor Member, holds 33.33%. Series #VNATI controls the appointment, removal and replacement of the manager of the Project Company. The manager of the Project Company is Ark7 or an entity controlled by Ark7. The rights of the Sponsor Member are intended to be protective rights, and not ordinary-course participating rights.

Proposed Equity Contribution to the Project Company

Series #VNATI intends to contribute the net proceeds of this offering to the Project Company as equity. Full funding means $20,280,000 of actual Series cash contributed to and received by the Project Company. This amount is the maximum equity contribution of Series #VNATI for full economics and is not a purchase price for the land or for the project. At full funding, Series #VNATI will be entitled to 26% of the economics of the Project Company. Sponsor economics may reach 74%, based on Recognized Sponsor Funding.

Series-level fees and expenses do not reduce, or count toward, the equity contribution of Series #VNATI. The Agreed Land-and-Power Value of $10,000,000 is a negotiated commercial value used for economic sizing and is not additional cash. See the "Use of Proceeds" section above for additional information regarding the anticipated use of the offering proceeds.

Project Development

The Sponsor will handle development, land and power arrangements, construction, permitting, utility coordination, financing execution and offtaker implementation under the Project Company arrangements. The Project Company may incur project-level debt, including construction financing, which would rank ahead of the equity held by Series #VNATI.

Asset Manager

The Managing Member appointed the Asset Manager to manage the interest of Series #VNATI in the Project Company. Pursuant to the terms of the Asset Management Agreement, the Series will pay the Asset Manager an annual fee (in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement).

Project Operations and Hold Period

The Project Company will own the land, the building, and the power and cooling infrastructure of Soperton Data Center Project. The tenant or offtaker will own the computing equipment installed at the project. Rent is expected to be based on reserved IT capacity, and electricity is intended to be passed through to the tenant at cost.

Operations are expected to commence upon completion of construction. We intend to hold the Series Asset for the long term. During the hold period, we intend to distribute any Free Cash Flow (as defined in the Operating Agreement) that Series #VNATI receives from the Project Company to Series #VNATI interest holders.

Market Overview

As of November 2026, public sources indicate growing interest in data center development across Georgia, including rural sites outside the Atlanta metropolitan area. The following general observations are not specific to the Property and are based on publicly available information about Soperton, Treutlen County and the broader Georgia data center market.

• Soperton is the county seat of Treutlen County in east-central Georgia. It is located on Interstate 16, the main highway between Macon and the Port of Savannah, which gives the area road access to both central Georgia and the coast.
• Based on the 2020 U.S. Census, Treutlen County had approximately 6,400 residents and the City of Soperton approximately 2,800. The local economy has historically relied on agriculture, forestry and light manufacturing, and local economic development authorities have sought to attract new industrial and technology projects to the area.
• The Property is an approximately 7.5-acre (326,700 square foot) parcel at 926 Commerce Dr, Soperton, GA 30457 (Parcel 015-028A), under a purchase and sale agreement with the Treutlen County Development Authority. The Project contemplates an approximately 120,000 square foot data center facility.
• Georgia, led by the Atlanta metropolitan area, has become one of the fastest-growing data center markets in the United States, driven by demand for cloud computing and artificial intelligence workloads. As capacity and power become more constrained in major metropolitan markets, developers have increasingly looked to secondary and rural locations with available land and access to electric power.
• Georgia offers a sales and use tax exemption for qualifying high-technology data center equipment, subject to minimum investment and employment thresholds that vary by county population. Lower-population counties such as Treutlen County generally have lower thresholds than metropolitan counties.
• The availability of sufficient electric power and utility service, fiber connectivity and water are key factors for data center development. The Project's timeline depends on, among other things, closing of the land acquisition, entry into a utility service agreement and the construction of the facility.
• Demand for data center capacity is affected by the pace of technology adoption, interest rates, competing supply in other markets, and changes in tax incentives and energy policy, and there can be no assurance that current market conditions will continue.

THE COMPANY'S PROPERTIES

• Ark7 AIDC I, LLC - Series #VNATI holds, or has committed to acquire, a Class A membership interest in Soperton Data Center I, LLC (its "Project Company"), which will own and develop a data center project with approximately 10.0 MW of planned utility power capacity and 7.6 MW of tenant IT load at 926 Commerce Dr, Soperton, GA 30457 ("Soperton Data Center Project"). Series #VNATI is not the purchaser of the project land. The Project Company is the intended direct purchaser of the project land from a third-party seller, Treutlen County Development Authority, and Series #VNATI will contribute equity to the Project Company. The Project Company entered into a purchase agreement for the project land on September 23, 2026 and expects the acquisition to close on or before December 22, 2026. As of the date of this Offering Circular, the Project Company has not acquired the project land and Series #VNATI has not contributed equity to the Project Company.

As of the date of this Offering Circular, Ark7 Inc., the company's Asset Manager and Managing Member, does not own any additional properties and does not intend to acquire additional properties for the acquisition of company or any future series of the company.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of the financial statements and financial condition of Ark7 AIDC I, LLC and results of its operations together with: (i) its financial statements and related notes appearing at the end of this Offering Circular and (ii) the pro forma consolidated financial statements appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting the company's current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors" and elsewhere in this Offering Circular.

Overview

Ark7 AIDC I, LLC was formed on September 29, 2026 ("Inception") in the State of Delaware as a series limited liability company. Each Series of Ark7 AIDC I, LLC invests in an entity that owns and develops data-center and related infrastructure assets (a "Project Company"), and does not acquire real property directly. An investment in a Series provides indirect exposure to its Project Company through the membership interest held by the Series, on the terms set out in the applicable Series Designation and this Offering Circular.

Ark7 is the company's Managing Member. As the company's Managing Member, it will manage the company's day-to-day operations. Ark7 is also the Managing Member of each Series and the Asset Manager of each Series and will manage each Series' interest in its Project Company.

Emerging Growth Company

If the company becomes subject to the ongoing reporting requirements of the Exchange Act, we will qualify as an "emerging growth company" under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

• have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
• submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and
• disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our interests that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1.07 billion in non-convertible debt during the preceding three year period.

Operating Results

Ark7 AIDC I, LLC is a newly formed issuer. It was formed on September 29, 2026, and its audited financial statements cover the period from September 29, 2026 (inception date) to September 30, 2026.

Ark7 AIDC I, LLC had no operating revenue as of September 30, 2026, the date of its audited balance sheet. Its expenses for the period from September 29, 2026 (inception date) to September 30, 2026 related to its formation and organization. Total operating expenses for the period from September 29, 2026 (inception date) to September 30, 2026 were $229, and net income (loss) was $(229).

See the notes to the financial statements, including the subsequent events note, for the Series established and the transactions entered into after September 30, 2026.

Planned Offering and Investment in the Project Company

Each Series of Ark7 AIDC I, LLC plans to raise capital through its offering under this Offering Circular. Each Series intends to contribute the net offering proceeds to its Project Company as equity, in respect of its Class A membership interest, up to the maximum equity contribution set out in its Series Designation. This equity contribution is not a purchase price for the land or for the project. Series-level fees and expenses do not reduce, or count toward, the equity contribution. The planned offering amount and the maximum equity contribution of each Series are set out in "Use of Proceeds" and "Series Properties Being Offered".

Consolidation

As of September 30, 2026, no Project Company had been formed and no Series held an interest in a Project Company; accordingly, no Project Company is consolidated in the financial statements. After a Series acquires its Class A membership interest in its Project Company, which carries a majority of the Class A voting power and the right to appoint the Project Company Manager, the company expects to consolidate the Project Company into that Series.

Liquidity and Capital Resources

As of September 30, 2026, Ark7 AIDC I, LLC had no operating revenue, had cash and cash equivalents of $0, and had total liabilities of $229. Until offering proceeds are available, Ark7 AIDC I, LLC and its Series depend on funding from the Managing Member, Ark7, to pay their formation, organizational and offering costs. Amounts paid by Ark7 on behalf of Ark7 AIDC I, LLC or its Series are reimbursable to Ark7, are non-interest bearing and are due on demand.

Trend Information

Our results of operations are affected by a variety of factors, including conditions in the financial markets and the economic and political environments, particularly in the United States. Global economic conditions, including political environments, financial market performance, interest rates, credit spreads or other conditions beyond our control are unpredictable and could negatively affect the value of the assets of each Project Company and the success of our current and future offerings. In addition to the aforementioned macroeconomic trends, we believe the following factors will influence our future performance:

• Demand for data-center capacity from tenants and offtakers, which may change with technology and market conditions.
• The availability and cost of utility power, cooling, and construction materials and labor.
• Interest rates, which may affect the demand for our offerings and the cost of project-level financing.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

In accordance with the Operating Agreement and the Series Designation, Ark7 Inc. serves as the initial member, the Managing Member of Ark7 AIDC I, LLC, and the Asset Manager for each Series.

Executives and Directors

Ark7 Inc. is operated by the following executives and directors all work for the company on a full-time basis.

Yizhen Zhao, CEO and Co-Founder

Yizhen Zhao is currently the co-founder and Chief Executive Officer of Ark7. He has served in this position since October 2018. Prior to that, he worked as Software Engineers/Architecture Leads at Uber from 2017 to 2019, LinkedIn from 2014 to 2017, Twitter from 2013 to 2014, and Google from 2010 to 2013. He studied Computer Science at Shanghai Jiaotong University from 2006 to 2010 and received multiple Champion rewards for participating in international computer programming contests.

Yujian Weng, CTO and Co-Founder

Yujian Weng is currently the co-founder and Chief Technology Officer of Ark7. He has served in this position since December 2020. Prior to that, he was Senior Director, Connected Vehicle Services at NIO from 2016 to 2019. In this position, he was responsible for lead design and development of NIO Connected Car Platform. Previously, he led an ads & content personalization team at Cheetah Mobile from 2015 to 2016, he was a software engineer at Yahoo! from 2010 to 2015.

Ling Yang, CCO and Co-Founder

Ling Yang is currently the co-founder and Chief Compliance Officer of Ark7. She has served in this position since December 2020. Prior to that, she was the senior attorney at King & Wood Mallesons LLP from 2017 to 2021. Ms. Yang has extensive experience representing Asian, US, and multinational investors and companies in their cross-border business activities. Previously, Ms. Yang worked at a well-known Los Angeles law firm and also served as a legal consultant in a listed company in China. Ms. Yang graduated from Indiana University Maurer School of Law.

Indemnification of the Manager

The operating agreement stipulates that none of our manager, current or former directors, officers, employees, partners, shareholders, members, controlling individuals, agents, or independent contractors of our manager, nor individuals acting on behalf of our company in specific roles concerning other entities, will be held accountable to our company, any series, or any stakeholders for any actions or failures to act unless conclusively determined by a final, non-appealable decision of a court, arbitrator, or other competent tribunal to constitute fraud, willful misconduct, or gross negligence. Each series will indemnify these individuals using its assets against all liabilities and losses, including payments for judgments, fines, penalties, or litigation settlements, along with legal fees and expenses, incurred as a result of their service to our company or that particular series, unless conclusively determined otherwise by a final, non-appealable decision of a court, arbitrator, or other competent tribunal to constitute fraud, willful misconduct, or gross negligence.

Manager Affiliates

The asset manager controls the following affiliated entities that also seek to issue securities pursuant to Tier 2 of Regulation A:

• Ark7 Properties Plus LLC - Ark7 Properties Plus LLC was formed on March 17, 2022 as a Delaware series limited liability company to permit public investment in individual real estate properties that will be owned by individual series of Ark7 Properties Plus LLC.
• Ark7 Properties LLC - Ark7 Properties LLC was formed on October 31, 2018 as a Delaware series limited liability company to permit public investment in individual real estate properties that will be owned by individual series of Ark7 Properties LLC.
• Ark7 Properties Advance LLC - Ark7 Properties Advance LLC was formed on October 12, 2023 as a Delaware series limited liability company to permit public investment in individual real estate properties that will be owned by individual series of Ark7 Properties Advance LLC.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the period from inception to September 30, 2026, the company did not compensate any director or executive officer for their services to Ark7 AIDC I, LLC. We do not currently have any employees, nor do we currently intend to hire any employees who will be compensated directly by our company.

Our Managing Member and Asset Manager will be compensated as follows:

Asset Management Fee

For services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members. For the period from inception to September 30, 2026, no Series of Ark7 AIDC I, LLC paid any Asset Management Fees to the Asset Manager.

Sourcing Fee

Pursuant to the Operating Agreement and the applicable Series Designation, the Asset Manager, as consideration for assisting in the sourcing of the Series Asset of a Series, to the extent not waived by the Managing Member in its sole discretion, will receive a sourcing fee, calculated on the gross offering proceeds actually received, of up to the rate set out in the applicable Series Designation. For the period from inception to September 30, 2026, no Series of Ark7 AIDC I, LLC paid any Sourcing Fees to the Asset Manager.

Liquidation Fee

Subject to Section 7.3 and ARTICLE XI and any Interest Designation, any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Managing Member in its sole discretion), shall be applied and distributed 100% to the Members (pro rata to their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates).

Free Cash Flow

Distributions will be paid out of Free Cash Flow. Free Cash Flow means any available cash for distribution generated from the net income received by a Series, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series) (ii) any amortization to the relevant Series Asset (as shown on the income statement of such Series) and (iii) any depreciation to the relevant Series Asset (as shown on the income statement of such Series) and (iv) any other non-cash Operating Expenses less (a) any capital expenditure related to the Series Asset (as shown on the cash flow statement of such Series) (b) any other liabilities or obligations of the Series, including interest payments on debt obligations, in each case to the extent not already paid or provided for and (c) upon the termination and winding up of a Series or the Company, all costs and expenses incidental to such termination and winding as allocated to the relevant Series in accordance with Section 6.4 of the Operating Agreement.

To the extent there is "Free Cash Flow" for any Series and as described in the Series Designation for such Series, our Managing Member intends to declare and pay distributions of Free Cash Flow to the members of such Series (pro rata to their Series Interests and which, for the avoidance of doubt, may include the Managing Member or its affiliates), after payment to the Asset Manager of the Asset Management Fee of 15% of Free Cash Flow, except to the extent waived by the Asset Manager, in its sole discretion.

Our Managing Member has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each Series of shares except as otherwise limited by law or the Operating Agreement.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays, on a post Conversion basis, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of the company's capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of the company's capital stock on a post-conversion basis.

The column "Percent of Class" includes a calculation of the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other people exercised their rights to acquire those securities. The result is a calculation of the maximum amount that person could ever own based on their current and acquirable ownership, which is why the amounts in this column will not add up to 100%.

As of November 6, 2026, Series #VNATI had 5,600 Series Interests issued and outstanding and 173,600 Series Interests have been authorized.

Company-level ownership. The table above shows the ownership of the membership interests of Ark7 AIDC I, LLC, all of which are held by Ark7 Inc. (100%). The Company's membership interests are a separate class of securities from the Series Interests and are not connected to any specific Series.

Under Section 3.4(c) of the Operating Agreement, up to 41,900 Series Interests of Series #VNATI (the "Sponsor Interests") may be issued to Ark7 Inc. without cash consideration. The Sponsor Interests vest as Series #VNATI acquires its interest in its Project Company. Unvested Sponsor Interests carry no voting, distribution or other economic rights.

The Regulation D offering of Series #VNATI is ongoing; the number of Series Interests issued under Regulation D is stated as of November 6, 2026 and may increase before this Offering is qualified.

Yizhen Zhao is currently the majority owner of Ark7 Inc.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The company is subject to various conflicts of interest arising out of its relationship with Ark7, the company's Managing Member, Asset Manager and its affiliates. These conflicts are discussed below.

Ark7 Inc. is both the Asset Manager and the Managing Member

Ark7 Inc. is both the Asset Manager and the Managing Member. The Managing Member has appointed the Asset Manager. On balance, Ark7 Inc. controls all of the decisions related to each Series:

• Care of the Underlying Asset.
• Custody of the Underlying Asset.
• Maintenance of the Underlying Asset.
• Management of the Underlying Asset.
• Ability and to take any action that it deems necessary or desirable.
• The authority to sell of the Underlying Asset.
• Whether to encumber of the Underlying Asset.
• Whether to convey the Underlying Asset.
• Whether the sourcing fee (calculated on the gross offering proceeds actually received, up to the rate set out in the applicable Series Designation) will be paid to the Asset Manager, i.e. itself.
• Determination of the Asset Management Fee.

None of the responsibilities and determinations listed above will be made at arm's length and all of these decisions may unjustly financially reward Ark7 to the detriment of each Series and the investors. These conflicts may inhibit or interfere with the sound and profitable operation of the company. See "Risk Factors - Ark7 Inc. is both the Asset Manager and the Managing Member.

Asset Management Agreement between Ark7 Inc. and Series #VNATI

On November 3, 2026, Series #VNATI and Ark7 (the "Asset Manager") entered into an Asset Management Agreement. The Asset Management Agreement has the following terms:

• The Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance, and management of the #VNATI Asset and to take any action that it deems necessary or desirable.
• The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager.
• The Asset Manager may delegate all or any of its duties pursuant to the terms determined by the Asset Manager.
• Compensation: for services performed, the Series will pay an annual Asset Management Fee to the Asset Manager in respect of each fiscal year, 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

For the period from inception to September 30, 2026, no Series of Ark7 AIDC I, LLC paid any Asset Management Fees to the Asset Manager.

Series Designation: Sourcing Fee paid to the Asset Manager, Ark7

The Asset Manager, as consideration for assisting in the sourcing of the Series #VNATI Series Asset, to the extent not waived by the Managing Member in its sole discretion, will receive a sourcing fee of up to 6.0% of the gross offering proceeds actually received.

For the period from inception to September 30, 2026, no Series of Ark7 AIDC I, LLC paid any Sourcing Fees to the Asset Manager.

Project Company, Sponsor and Special Member Arrangements for Series #VNATI

The arrangements described below relate to Series #VNATI and involve Ark7, its affiliates, VCI Energy Inc. and Tianxing Wang, an individual Special Member. They may give rise to conflicts of interest between these parties and the investors in Series #VNATI.

The Project Company

Series #VNATI will hold a Class A membership interest in Soperton Data Center I, LLC (the "Project Company"). The Project Company will own and develop a data center project with approximately 10.0 MW of planned utility power capacity and 7.6 MW of tenant IT load at 926 Commerce Dr, Soperton, GA 30457 ("Soperton Data Center Project"). The Project Company Operating Agreement was executed on November 3, 2026. Series #VNATI holds 66.67% of the Class A voting power of the Project Company and controls the appointment, removal and replacement of the Project Company Manager. The Project Company Manager is Ark7 or an entity controlled by Ark7.

The Project Company will buy the project land directly from the third-party seller, Treutlen County Development Authority. Series #VNATI contributes equity to the Project Company and is not the purchaser of the land.

VCI Energy Inc., the Sponsor Member

VCI Energy Inc. (the "Sponsor") is the Sponsor Member of the Project Company and holds 33.33% of its Class A voting power. Under the Project Company arrangements, the Sponsor handles development, land and power arrangements, construction, permitting, utility coordination, financing execution and offtaker implementation for Soperton Data Center Project. The Investment Agreement among Tianxing Wang, Ark7 Inc. and VCI Energy Inc., effective September 28, 2026, was amended by the First Amendment to Investment Agreement dated as of November 2, 2026.

Sponsor economics in the Project Company may reach 74%, based on Recognized Sponsor Funding. The Sponsor also holds consent rights over certain Project Company matters. These Sponsor rights are intended to be protective rights, not ordinary-course participating rights.

Agreed Land-and-Power Value and Series Equity Contribution

The Project Company arrangements use an Agreed Land-and-Power Value of $10,000,000 for economic sizing. The Agreed Land-and-Power Value is a negotiated commercial value. It is not additional cash.

Full funding means $20,280,000 of actual Series cash contributed to and received by the Project Company. At full funding, Series #VNATI is entitled to 26% of the economics of the Project Company. Series-level fees and expenses do not reduce, and do not count toward, the Series equity contribution. The Series equity contribution is not a purchase price for the land or the project.

Special Member

Tianxing Wang serves, individually, as a contractual, project-specific Special Member. The role is dormant unless there is an uncured Ark7 Funding Shortfall. Once activated, the Special Member's rights are limited to replacement-financing matters. The Special Member has no ordinary-course management, securities offering, investor communication, subscription or issuance authority, and the role cannot impair the majority Class A voting control of Series #VNATI in the Project Company. The role ends upon Ark7 Full Funding. Ark7 has regulatory suspension and removal rights with respect to the Special Member, including under Rule 262 of Regulation A.

Sponsor Interests

Under Section 3.4(c) of the Operating Agreement, 41,900 Series Interests of Series #VNATI (the "Sponsor Interests") may be issued to Ark7 without cash consideration. The Sponsor Interests vest based on the acquisition of the Series Asset. Once vested, the Sponsor Interests may dilute the percentage ownership and voting power of public investors in Series #VNATI.

Affiliates' Interests in Other Ark7 Entities

General

The officers and directors of Ark7 are also key professionals of AIDC1. These persons have legal obligations with respect to those entities that are similar to their obligations to the company. In addition, in the future, these persons and other affiliates of Ark7 may organize other real estate-related entities.

Allocation of Acquisition Opportunities

From time to time, Ark7 may create new entities that will acquire real estate assets and make offers of securities to accredited investors, foreign investors, and under Regulation D or Regulation A. Ark7 will, in its sole discretion, determine which entity will be responsible for acquiring a specific asset.

Allocation of the Company's Affiliates' Time

The company relies on Ark7's real estate professionals who act on behalf of its company, including Mr. Zhao, for the day-to-day operation of the business. Mr. Zhao is also the Chief Executive Officer of Ark7. As a result of his interests in other Ark7 entities, his obligations to other investors and the fact that he engages in and will continue to engage in other business activities on behalf of himself and others, Mr. Zhao will face conflicts of interest in allocating his time among the company, Ark7, other related entities and other business activities in which he is involved. However, the company believes that Ark7 and its affiliates have sufficient real estate professionals to fully discharge their responsibilities to the Ark7 entities for which they work.

SECURITIES BEING OFFERED

The following descriptions of the company's Series Interests, certain provisions of Delaware law and certain provisions of the following:

• the Operating Agreement
• certificate of registered series of Ark7 AIDC I, LLC - Series #VNATI
• form of series designation #VNATI

are summaries and are qualified by reference to Delaware law, and the aforementioned designations and Operating Agreement.

General

The Offering

The company is offering membership interests of Series #VNATI, a registered series of a Delaware series limited liability company at a purchase price of $138.00 per Series Interest. The company has authorized, the issuance of up to 173,600 Series #VNATI Interests. 5,600 Series #VNATI Interests were issued prior to this Offering in a private placement under Regulation D, and 41,900 Sponsor Interests may be issued to Ark7 Inc. under Section 3.4(c) of the Operating Agreement. The Regulation D offering of Series #VNATI is ongoing; the number of Series Interests issued under Regulation D is stated as of November 6, 2026 and may increase before this Offering is qualified.

Title to each Underlying Asset

The Series Asset of each Series is a membership interest in its Project Company. A Series will not hold title to real property. The applicable Project Company acquires the project land directly from a third-party seller and owns the land, the building, and the power and cooling infrastructure of its project.

Managing Member, Ark7

The Managing Member, Ark7, may amend any of the terms of the Operating Agreement of Ark7 AIDC I, LLC or any Series Designation as it determines in its sole discretion. However, no amendment to the Operating Agreement of Ark7 AIDC I, LLC shall be made without the consent of the holders holding a majority of the outstanding interests, that: (i) decreases the percentage of outstanding interests required to take any action hereunder; (ii) materially adversely affects the rights of any of the economic members (including adversely affecting the holders of any particular Series Interests as compared to holders of other Series Interests); (iii) modifies Section 11.1(a) of the Operating Agreement or gives any person the right to dissolve the company; or (iv) modifies the term of the company. Amendments to the Series Designation of a Series are also subject to the Series-level provisions described under "Series-Specific Provisions" below.

Distribution Rights

Distributions will be paid out of Free Cash Flow. Free Cash Flow means any available cash for distribution generated from the net income received by a Series, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series) (ii) any amortization to the relevant Series Asset (as shown on the income statement of such Series) and (iii) any depreciation to the relevant Series Asset (as shown on the income statement of such Series) and (iv) any other non-cash Operating Expenses less (a) any capital expenditure related to the Series Asset (as shown on the cash flow statement of such Series) (b) any other liabilities or obligations of the Series, including interest payments on debt obligations, in each case to the extent not already paid or provided for and (c) upon the termination and winding up of a Series or the Company, all costs and expenses incidental to such termination and winding as allocated to the relevant Series in accordance with Section 6.4 of the Operating Agreement.

To the extent there is "Free Cash Flow" for any Series and as described in the Series Designation for such Series, our Managing Member intends to declare and pay distributions as follows:

• 85% by way of distribution to the members of such Series (pro rata to their Series Interests and which, for the avoidance of doubt, may include the Managing Member or its affiliates), and;
• Up to 15% to the Asset Manager in payment of the management fee, except to the extent waived by the Asset Manager, in its sole discretion.
• With regards to Series #VNATI, the Asset Management Fee is 15%.

For more information on fees applicable to a specific series, see the "Compensation of our Directors and Executive Officers" section of this Offering Circular. Our Managing Member has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each Series of shares except as otherwise limited by law or the Operating Agreement.

Prior Offerings and Conversion of Securities

From time to time prior to this Regulation A offering, the Company conducted private offerings of Series Interests pursuant to Regulation D under the Securities Act (each, a "Prior Offering"). Series Interests issued in the Prior Offerings were sold at the time the applicable Series was formed or in connection with the acquisition or financing of the related Underlying Asset.

In connection with this Regulation A offering, the Company has authorized the conversion of certain Series Interests issued in the Prior Offerings into the Series Interests being qualified under this Offering Circular. These conversions will occur as set out in the applicable Series Designation, immediately prior to, or concurrently with, the initial closing of this Regulation A offering for the applicable Series. Following conversion, such Series Interests will have the rights, preferences, restrictions and economic terms set out in the Operating Agreement and the applicable Series Designation. Those documents contain Series-specific provisions, including provisions relating to the Sponsor Interests, the Special Member and Series-level voting, so investors should not assume that all Series Interests of a Series will have identical rights in all respects. See "Series-Specific Provisions" below.

The amount of capital previously raised in any Prior Offering, and the effect of such conversions on the number of Series Interests outstanding for a particular Series, is reflected in the "Use of Proceeds - Sources of Funds" section and in the "Series Offering Table" included in this Offering Circular.

Investors should note that these conversions may increase the number of outstanding Series Interests prior to the sale of any securities in this Regulation A offering, and accordingly, may affect the dilution analysis for the applicable Series. See "Dilution."

These conversions are part of the Company's capitalization structure and are not considered new sales of securities in connection with this Regulation A offering. They do not generate any proceeds and do not count against the maximum aggregate offering amount permitted under Regulation A. Their disclosure is provided solely to reflect the capitalization and organizational structure of the applicable Series.

Series #VNATI Series-Specific Provisions

The Operating Agreement and the Series Designation for Series #VNATI contain the Series-specific provisions summarized below. These summaries are qualified by reference to the Operating Agreement and the Series Designation.

Sponsor Interests

Under Section 3.4(c) of the Operating Agreement, Series Interests may be issued to Ark7 Inc. without cash consideration (the "Sponsor Interests"). The Sponsor Interests vest based on the acquisition of the Series Asset. The number of Sponsor Interests for Series #VNATI is 41,900. Once vested, the Sponsor Interests are outstanding Series #VNATI Interests and may dilute the percentage ownership and voting power of investors who purchase Series Interests in this Offering. See "Dilution."

Special Member

Tianxing Wang, individually, serves as a contractual, project-specific Special Member. The Special Member role is dormant unless there is an uncured Ark7 Funding Shortfall. If the role is activated, the Special Member's rights are limited to replacement-financing matters. The Special Member has no ordinary-course management authority and no authority over securities offerings, investor communications, subscriptions or the issuance of Series Interests. The Special Member role cannot impair the majority Class A voting control of Series #VNATI in its Project Company, and the role ends upon Ark7 Full Funding. Ark7 Inc. has the right to suspend or remove the Special Member for regulatory reasons, including under Rule 262 of Regulation A.

Series #VNATI Voting Mechanics

The Series Asset of Series #VNATI is a Class A membership interest in Soperton Data Center I, LLC (its "Project Company"). Series #VNATI holds 66.67% of the Class A voting power of the Project Company, and the Sponsor Member, VCI Energy Inc., holds 33.33%. Series #VNATI controls the appointment, removal and replacement of the manager of the Project Company, which is Ark7 or an Ark7-controlled entity. The Sponsor Member's rights are intended to be protective rights and not ordinary-course participating rights. The Class A voting rights of Series #VNATI in the Project Company are exercised on behalf of the Series by the Managing Member, as provided in the Operating Agreement and the Series Designation; holders of Series #VNATI Interests do not vote directly at the Project Company level.

Regulation D Conversion

Series #VNATI sold Series Interests in a private placement under Regulation D. Those Series Interests convert as set out in the Series Designation for Series #VNATI. The number of Series #VNATI Interests issued under Regulation D is 5,600, and up to 41,900 Sponsor Interests may be issued as described above. The Regulation D offering of Series #VNATI is ongoing; the number of Series Interests issued under Regulation D is stated as of November 6, 2026 and may increase before this Offering is qualified.

Series-Level Voting and Amendments

Matters that pertain only to Series #VNATI, including amendments to the Series Designation for Series #VNATI, are voted on only by the holders of Series #VNATI Interests, with each Series Interest, including each vested Sponsor Interest, entitled to one vote. The affirmative vote of the holders of a majority of the outstanding Series #VNATI Interests is required for any amendment that would adversely change the rights of the Series Interests and for any merger, consolidation or conversion of the Series. Neither the Sponsor Member nor the Special Member has any consent right over Series-level matters; the protective consent rights of the Sponsor Member apply only at the Project Company level.

Restrictions on Transfer

There is currently no public trading market for any Series Interests, and an active market may not develop or be sustained. In the event a transfer of any Series Interest does occur, pursuant to Section 4.2 of the Operating Agreement, it must (i) have been held for a period of 12 months and (ii) written consent, consenting to the transfer, must be obtained from the Managing Member, prior to the transfer.

Voting Rights

Investors have limited voting rights, and substantial powers are delegated to our Managing Member under Section 5.1 of the company's Operating Agreement for which a vote of the Series Interest holders is not required.

When submitting a matter of vote, a holder of a Series Interest, is entitled to one vote per Series Interest on any and all matters submitted to the consent or approval of members generally. No separate vote or consent of the holders of Series Interests shall be required for the approval of any matter, except for matters which only pertain to the Series Designation of a specific series, for which only the holders of that Series Interest will vote.

Confidential Information

The purpose of Article XIV of the Operating Agreement is to protect confidential information of the company that would be available to Series Interest holders but not subject to disclosure under federal securities laws. Such information would include personal information of other investors held by the company, personal information included on leases, and other information in the books and records of the company that is not ready for public dissemination for which an interest holder requests and receives access to. Note, this confidentiality obligation does not extend to matters which are public knowledge, has been publicly filed with the Commission, or as required by law for that interest holder.

Reports to Members

The Managing Member shall keep appropriate books of the business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP. For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by our Managing Member in accordance with the Internal Revenue Code. Our Managing Member will file with the Commission periodic reports as required by applicable securities laws.

Under the Securities Act, the company must update this Offering Circular upon the occurrence of certain events, such as asset acquisitions. The company will file updated offering circulars and offering circular supplements with the Commission. The company is also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are qualified pursuant to Regulation A, and accordingly, the company will file annual reports, semi-annual reports and other information with the Commission. In addition, the company plans to provide Series Interest holders with periodic updates, including offering circulars, offering circular supplements, pricing supplements, information statements and other information.

The company will provide such documents and periodic updates electronically by email or made available through the company's platform.

Distribution Upon Liquidation of a Series

Subject to the terms of a Series Interest any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Managing Member in its sole discretion), shall be applied and distributed 100% to the members (pro rata to their Interests and which, for the avoidance of doubt, may include the and its affiliates).

Other Rights

Holders of Series 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 Series Interests.

Forum Selection Provisions

The company's Operating Agreement includes a forum selection provision that requires any suit, action, or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with the Operating Agreement, or the transactions contemplated thereby be brought in state or federal court of competent jurisdiction located within the State of California.

This forum selection provision may limit investors' ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision may not be used to bring actions in state courts for suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the company's compliance with the federal securities laws and the rules and regulations thereunder.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

Independent Tax Advice

The following is a summary of certain U.S. federal income tax considerations for U.S. investors. You should consult your own professional advisers to obtain advice on the tax consequences that apply to you.

A detailed analysis of the federal, state and local tax consequences of an investment in our series interests is beyond the scope of this discussion. Prospective Investors are advised to consult their own tax counsel regarding these consequences and the preparation of any federal, state or local tax returns that a series interest holder may be required to file.

THE U.S. FEDERAL INCOME TAX TREATMENT OF HOLDERS OF OUR SERIES INTERESTS DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. IN ADDITION, THE TAX CONSEQUENCES OF HOLDING OUR SERIES INTERESTS TO ANY PARTICULAR INVESTOR WILL DEPEND ON THE INVESTOR'S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF ACQUIRING, HOLDING, AND DISPOSING OF OUR INTERESTS.

Taxpayer Identification Number ("TIN")

To ensure proper crediting of the withholding tax when reporting to the IRS, the Company must obtain a U.S. TIN from each of its investors.

Investors may provide the Company with either (i) a social security number (SSN), (ii) an individual taxpayer identification number (ITIN), or (iii) a U.S. employer identification number (EIN).

Certain investors who don't have and aren't eligible to get a social security number can apply for an individual taxpayer identification number on IRS Form W-7. The application is also available in Spanish.

Taxation of Each Series as a Separate Business Entity

The company intends to treat each Series as a separate business entity for U.S. federal income tax purposes and the company as a non-entity for U.S. federal income tax purposes. The IRS has issued proposed Treasury Regulations that provide that each individual series of a domestic series LLC organization will generally be treated as a separate entity formed under local law, with each such individual series' classification for U.S. federal income tax purposes determined under general tax principles and the entity classification rules.

Tax Classification of the Company and its Series

Ark7 AIDC I, LLC is a Delaware series limited liability company with a single member. For U.S. federal income tax purposes, the Company is disregarded as an entity separate from its owner.

Each Series intends to elect to be taxed as a "C" corporation under Subchapter C of the Code by filing an entity classification election on IRS Form 8832. Once the election is effective, the Series will be taxed at regular corporate rates on its taxable income before making any distributions, and investors will be taxed on distributions as corporate dividends, as described below under "Taxation of Distributions to Investors".

The rule that a separate series of a series LLC is an eligible entity that may elect to be treated as a corporation for federal income tax purposes is contained in proposed Treasury Regulations that are not yet final and could change. If such a change were to occur, investors in a Series could be treated as partners in a partnership and would be subject to current federal income tax on their proportional share of the income of the Series.

Taxation of Distributions to Investors

Distributions to U.S. investors out of a series' current or accumulated earnings and profits will be taxable as dividends. A non-corporate U.S. investor who receives a distribution constituting "qualified dividend income" may be eligible for reduced federal income tax rates. U.S. investors are urged to consult their tax advisors regarding the characterization of corporate distributions as "qualified dividend income." Dividends received by a corporate U.S. investor may be eligible for the corporate dividends-received deduction if certain holding periods are satisfied.

Distributions in excess of a series' current and accumulated earnings and profits will not be taxable to a U.S. investor to the extent that the distributions do not exceed the adjusted tax basis of the U.S. investor's interests. Rather, such distributions will reduce the adjusted basis of such U.S. investor's interests. Distributions in excess of current and accumulated earnings and profits that exceed the U.S. investor's adjusted basis in its interests will be taxable as capital gain in the amount of such excess if the interests are held as a capital asset.

Net Investment Income Tax

Section 1411 of the Code imposes on individuals, trusts and estates a 3.8% tax on certain investment income. In general, in the case of an individual, this tax is equal to 3.8% of the lesser of (i) the taxpayer's "net investment income" or (ii) the excess of the taxpayer's adjusted gross income over the applicable threshold amount ($250,000 for taxpayers filing a joint return, $125,000 for married individuals filing separate returns and $200,000 for other taxpayers). In the case of an estate or trust, the 3.8% tax will be imposed on the lesser of (x) the undistributed net investment income of the estate or trust for the taxable year, or (y) the excess of the adjusted gross income of the estate or trust for such taxable year over a beginning dollar amount of the highest tax bracket for such year.

Taxation of Dispositions of Interests

Upon any taxable sale or other disposition of our interests, a U.S. investor will recognize gain or loss for federal income tax purposes on the disposition in an amount equal to the difference between (i) the amount of cash and the fair market value of any property received on such disposition, and (ii) the U.S. investor's adjusted tax basis in the interests. A U.S. investor's adjusted tax basis in the interests generally equals his or her initial amount paid for the interests and decreased by the amount of any distributions to the investor in excess of the series' current or accumulated earnings and profits. In computing gain or loss, the proceeds that U.S. investors receive will include the amount of any cash and the fair market value of any other property received for their interests, and the amount of any actual or deemed relief from indebtedness encumbering their interests. The gain or loss will be long-term capital gain or loss if the interests are held for more than one year before disposition. Long-term capital gains of individuals, estates and trusts currently are taxed at a maximum rate of 20% (plus any applicable state income taxes) plus the 3.8% net investment income tax.

The deductibility of capital losses may be subject to limitation and depends on the circumstances of a particular U.S. investor. The effect of such limitation may be to defer or to eliminate any tax benefit that might otherwise be available from a loss on a disposition of the interests. Capital losses are first deducted against capital gains, and, in the case of non-corporate taxpayers, any remaining such losses are deductible against salaries or other income from services or income from portfolio investments only to the extent of $3,000 per year.

Tax Withholding and Information Reporting

Generally, a series must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you.

Dividends paid by a series to a non-U.S. investor are generally subject to federal income tax withholding at the rate of 30% (or a lower rate determined under a tax treaty). A non-U.S. investor that is entitled to a reduced rate of withholding will need to provide an IRS Form W-8BEN or similar form to certify its entitlement to tax treaty benefits.

Payments of dividends or of proceeds on the disposition of the interests made to you may be subject to additional information reporting and backup withholding at a current rate of 24% unless you establish an exemption. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a United States person.

Backup withholding is not an additional tax; rather, the United States income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Under legislation commonly known as "FATCA," each series will be required to withhold U.S. federal income tax at the rate of 30% on distributions treated as dividends for tax purposes unless the recipient timely provides proper certifications on a valid U.S. Form W-8 or W-9. Withholding under FATCA generally applies to certain "foreign financial institutions" and "non-financial foreign entities." Withholding will not apply to a U.S. investor that timely provides a valid U.S. Form W-9.

If we determine withholding is required with respect to a distribution or payment, we will withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding.

Acquisition of Series Interests

The value of initial acquisition of Series Interests will become the tax basis for the determination of gains or losses.

Possible Tax Law Changes

The foregoing discussion is only a summary and is based upon existing federal income tax law. Investors should recognize that the federal income tax treatment of an investment may be modified at any time by legislative, judicial or administrative action. Any such changes may have a retroactive effect with respect to existing transactions and investments and may modify the statements made above. In particular, the Tax Act includes sweeping changes to U.S. tax laws and represents the most significant changes to the Internal Revenue Code since 1986. Investors are urged to consult with their own tax advisor with respect to the impact of recent legislation, including the Tax Act, on their investment in the Interests.

THE FOREGOING DISCUSSION SHOULD NOT BE CONSIDERED TO DESCRIBE FULLY THE FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN A SERIES. INVESTORS ARE STRONGLY ADVISED TO CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES OF AN INVESTMENT IN A SERIES.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

The company will be required to make annual and semi-annual filings with the SEC. The company will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. The company will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. The company will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors, or certain types of capital-raising. The company will be required to keep making these reports unless it files a Form 1-Z to exit the reporting system, which it will only be able to do if it has less than 300 unitholders of record and have filed at least one Form 1-K.

At least every 12 months, the company will file a post-qualification amendment to the offering Statement of which this Offering Circular forms a part, to include the company's recent financial statements.

The company may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC's EDGAR filing system. You should read all the available information before investing.

Relaxed Ongoing Reporting Requirements

If the company becomes a public reporting company in the future, it will be required to publicly report on an ongoing basis as an "emerging growth company" (as defined in the Jumpstart Our Business Startups Act of 2012, which the company refers to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as the company remains an "emerging growth company," the company may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not "emerging growth companies," including but not limited to:

• not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
• taking advantage of extensions of time to comply with certain new or revised financial accounting standards;
• being permitted to comply with reduced disclosure obligations regarding executive compensation in the company's periodic reports and proxy statements; and
• being exempt from the requirement to hold a non-binding advisory vote on executive compensation and interest holder approval of any golden parachute payments not previously approved.

If the company becomes a public reporting company under the Exchange Act in the future, the company expects to take advantage of these reporting exemptions until it is no longer an emerging growth company. The company would remain an "emerging growth company" for up to five years, although if the market value of its Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, the company would cease to be an "emerging growth company" as of the following December 31.

If the company does not become a public reporting company under the Exchange Act for any reason, the company will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for "emerging growth companies" under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semi-annual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer's fiscal year, and semi-annual reports are due within 90 calendar days after the end of the first six months of the issuer's fiscal year.

In either case, the company will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not "emerging growth companies," and its unitholders could receive less information than they might expect to receive from more mature public companies.

FINANCIAL STATEMENTS

ARK7 AIDC I, LLC

AUDITED FINANCIAL STATEMENTS

For the period from September 29, 2026 (inception date) to September 30, 2026

Table of Contents

Independent Auditor's Report

To the Managing Member and Members

Ark7 AIDC I, LLC

San Francisco, California

Opinion

We have audited the accompanying financial statements of Ark7 AIDC I, LLC (the "Company"), which comprise the balance sheet as of September 30, 2026, and the related statements of income, members' equity and cash flows for the period from September 29, 2026 (inception date) to September 30, 2026, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2026, and the results of its operations and its cash flows for the period from September 29, 2026 (inception date) to September 30, 2026 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Greywood CPA PLLC

Greywood CPA PLLC

Richmond, Virginia

November 6, 2026

Ark7 AIDC I, LLC

Balance Sheet

As of September 30, 2026

Ark7 AIDC I, LLC

Statement of Income

For the period from September 29, 2026 (inception date) to September 30, 2026

Ark7 AIDC I, LLC

Statement of Members' Equity

For the period from September 29, 2026 (inception date) to September 30, 2026

Ark7 AIDC I, LLC

Statement of Cash Flows

For the period from September 29, 2026 (inception date) to September 30, 2026

ARK7 AIDC I, LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION

Ark7 AIDC I, LLC (the "AIDC1") is a Delaware series limited liability company formed on September 29, 2026 (inception). Its managing member is Ark7 Inc. (the "Managing Member"). The AIDC1 was organized to establish separate series of limited liability company interests (each, a "Series"), each of which will hold a specific investment and offer interests in that Series to investors.

As of September 30, 2026, the AIDC1 had not commenced operations. In future periods, each Series will be presented from the date it is established.

On September 29, 2026, the Series Designation of the AIDC1's first Series, Series #VNATI, was executed. On October 6, 2026, a Certificate of Registered Series for Series #VNATI was filed with the Delaware Secretary of State, and on November 3, 2026, the restated Series Designation of Series #VNATI was executed. Series #VNATI will hold an interest in a data center development project in Soperton, Georgia. Series #VNATI had no assets, liabilities or operations as of September 30, 2026 and is not presented separately in these financial statements (see Note 6).

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). They present the financial position, results of operations and cash flows of Ark7 AIDC I, LLC only, for the period from September 29, 2026 (inception date) to September 30, 2026.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Functional and presentation currency

The functional and presentation currency of the AIDC1 is the US Dollar ("USD").

Cash and cash equivalents

The AIDC1 considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Organization and offering costs

Organization costs are expensed as incurred. Costs directly attributable to a proposed offering of Series interests are deferred and charged against the gross proceeds of that offering when it is completed, or expensed if the offering is abandoned.

Income taxes

The AIDC1 is a single-member limited liability company and is disregarded as an entity separate from its owner for federal and state income tax purposes. Accordingly, no provision for income taxes has been recorded for the period from September 29, 2026 (inception date) to September 30, 2026. Series #VNATI intends to elect to be taxed as a corporation.

Fair value of financial instruments

The carrying values of the AIDC1's financial instruments, consisting of accounts payable and accrued liabilities, approximate fair value due to their short maturities.

NOTE 3: GOING CONCERN AND LIQUIDITY

The accompanying financial statements have been prepared assuming the AIDC1 will continue as a going concern. The AIDC1 was recently formed, has not generated revenue and, as of September 30, 2026, had an accumulated deficit of $229. The AIDC1's ability to meet its obligations depends on funding from the Managing Member and on proceeds from offerings of Series interests. The Managing Member has committed to fund the AIDC1's costs and obligations for at least twelve months from the date these financial statements are available to be issued. Management believes this commitment alleviates any substantial doubt about the AIDC1's ability to continue as a going concern.

NOTE 4: RELATED PARTY TRANSACTIONS

Ark7 Inc. is the Managing Member of the AIDC1 and will act as the asset manager of each Series. The AIDC1's state formation and filing fee of $229 was unpaid as of September 30, 2026 and is included in accounts payable and accrued liabilities. On October 1, 2026, Ark7 Inc. paid the fee on the AIDC1's behalf. The amount is reimbursable to Ark7 Inc., non-interest bearing and due on demand.

NOTE 5: MEMBERS' EQUITY (DEFICIT)

As of September 30, 2026, no capital contributions had been made and no interests had been issued. The members' deficit of $229 as of September 30, 2026 is the net loss for the period from September 29, 2026 (inception date) to September 30, 2026.

NOTE 6: SUBSEQUENT EVENTS

Management has evaluated subsequent events through November 6, 2026, the date on which the financial statements were available to be issued.

The following events occurred after September 30, 2026:

• Establishment of Series #VNATI. On October 6, 2026, a Certificate of Registered Series for Series #VNATI was filed with the Delaware Secretary of State. The Series Designation of Series #VNATI was executed on September 29, 2026, and the restated Series Designation of Series #VNATI was executed on November 3, 2026.
• Operating Agreement. On November 2, 2026, the Amended and Restated Operating Agreement of the AIDC1 became effective.
• Sponsor Interests. The Series Designation provides that Ark7 Inc. shall be granted 419 Series Interests of Series #VNATI without cash consideration (the "Sponsor Interests"). The Sponsor Interests vest as Series #VNATI acquires its interest in Soperton Data Center I, LLC (the "Project Company"). Unvested Sponsor Interests carry no voting, distribution or other economic rights and are cancelled at the end of the acquisition period.
• Private placement. Between October 13, 2026 and November 2, 2026, Series #VNATI sold 56 Series Interests in a private placement under Rule 506(c) of Regulation D at $11,050 per Interest, for gross proceeds of $618,800, in multiple closings as each subscription was accepted. The proceeds are held by Ark7 Inc. on behalf of Series #VNATI and are a receivable of Series #VNATI from Ark7 Inc. The private placement is ongoing.
• Share split. On November 6, 2026, the Managing Member approved a 100-for-1 split of the Series Interests of Series #VNATI, to take effect before its Regulation A offering begins. Upon the split, the 56 Series Interests sold in the private placement would become 5,600 Series Interests at $110.50 per Interest, and the 419 Sponsor Interests would become 41,900 Sponsor Interests. The split would not change any holder's percentage interest in Series #VNATI. The share counts and per-Interest amounts elsewhere in these notes are presented before the split.
• Project Company agreements. On November 3, 2026, Series #VNATI entered into the First Amendment to the Investment Agreement and the Operating Agreement of the Project Company, which set out the terms on which it may acquire up to a 26% interest in the Project Company at $780,000 for each 1% interest. Neither Ark7 Inc. nor Series #VNATI is obligated to contribute any amount to the Project Company except to the extent expressly committed in a funded closing or otherwise agreed in writing.
• Asset Management Agreement. On November 3, 2026, Series #VNATI and Ark7 Inc. entered into an Asset Management Agreement.
• Costs incurred. From October 1, 2026 through November 6, 2026, Series #VNATI and the Project Company incurred state formation and registration fees of $458 ($229 each), including the $229 fee for the Certificate of Registered Series of Series #VNATI filed on October 6, 2026. All of these fees were paid by Ark7 Inc. and are reimbursable to it by the respective entity.

NOTE 7: APPROVAL OF FINANCIAL STATEMENTS

The financial statements have been approved by the management of the AIDC1 and authorized for issue on November 6, 2026.

PART III

INDEX TO EXHIBITS

The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in State of California, on November 6, 2026.

Ark7 AIDC I, LLC a Delaware series limited liability company

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

Ark7 AIDC I, LLC a Delaware series limited liability company

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 09/29/2026

FILED 03:42 PM 09/29/2026

SR 20264545619 - File Number 10787253

CERTIFICATE OF FORMATION

OF

Ark7 AIDC I, LLC

A DELAWARE SERIES LIMITED LIABILITY COMPANY

FIRST: The name of the limited liability company is: Ark7 AIDC I, LLC

SECOND: Its registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.

THIRD: The limited liability company is established pursuant to the Delaware Limited Liability Company Act (the "Act") and, pursuant to Section 18-215 or Section 18-218 of that Act, may establish separate and distinct series of members, managers, and interests, each having separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series. These series may be established as "protected series" or "registered series" as such terms are used in the Act.

IN WITNESS WHEREOF, the undersigned, being fully authorized to execute and file this document have signed below and executed this Certificate of Formation.

/s/ Ling Yang

LING YANG, Authorized Person

AMENDED AND RESTATED SERIES LIMITED LIABILITY COMPANY AGREEMENT OF Ark7 AIDC I, LLC

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGING MEMBER OR ITS AFFILIATES, OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING, AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY ON HIS OR HER OWN ADVISORS AS TO THE LEGAL, TAX AND/OR ECONOMIC IMPLICATIONS OF THE INVESTMENT DESCRIBED IN THIS AGREEMENT AND ITS SUITABILITY FOR SUCH INVESTOR.

AN INVESTMENT IN THE SERIES OF INTEREST CARRIES A HIGH DEGREE OF RISK AND IS ONLY SUITABLE FOR AN INVESTOR WHO CAN AFFORD LOSS OF HIS OR HER ENTIRE INVESTMENT IN THE SERIES OF INTEREST.

THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER STATE. ACCORDINGLY, INTERESTS MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR A VALID EXEMPTION FROM SUCH REGISTRATION.

TABLE OF CONTENTS

RECITALS

ARTICLE I - DEFINITIONS

Section 1.1 Definitions

Section 1.2 Construction

ARTICLE II - ORGANIZATION

Section 2.1 Formation

Section 2.2 Name

Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices

Section 2.4 Purpose

Section 2.5 Powers

Section 2.6 Power of Attorney

Section 2.7 Term

Section 2.8 Title to Assets

Section 2.9 Certificate of Formation

ARTICLE III - MEMBERS, SERIES AND INTERESTS

Section 3.1 Members

Section 3.2 Capital Contributions

Section 3.3 Series of the Company

Section 3.4 Authorization to Issue Interests

Section 3.5 Voting Rights of Interests Generally

Section 3.6 Record Holders

Section 3.7 Splits

Section 3.8 Agreements

ARTICLE IV - REGISTRATION AND TRANSFER OF INTERESTS

Section 4.1 Maintenance of a Register

Section 4.2 Holding Period and Ownership Limitations

Section 4.3 Transfer of Interests and Obligations of the Managing Member

Section 4.4 Remedies for Breach

ARTICLE V - MANAGEMENT AND OPERATION OF THE COMPANY AND EACH SERIES

Section 5.1 Power and Authority of Managing Member

Section 5.2 Determinations by the Managing Member

Section 5.3 Delegation

Section 5.4 Advisory Board

Section 5.5 Exculpation, Indemnification, Advances and Insurance

Section 5.6 Duties of Officers

Section 5.7 Standards of Conduct and Modification of Duties of the Managing Member

Section 5.8 Reliance by Third Parties

Section 5.9 Certain Conflicts of Interest

Section 5.10 Appointment of the Asset Manager

ARTICLE VI - FEES AND EXPENSES

Section 6.1 Cost to acquire the Series Asset; Offering Expenses; Acquisition Expenses; Sourcing Fee

Section 6.3 Excess Operating Expenses; Further Issuance of Interests; Operating Expenses Reimbursement Obligation(s)

Section 6.4 Allocation of Expenses

Section 6.5 Overhead of the Managing Member

ARTICLE VII - DISTRIBUTIONS

Section 7.1 Application of Cash

Section 7.2 Application of Amounts upon the Liquidation of a Series

Section 7.3 Timing of Distributions

Section 7.4 Distributions in kind

ARTICLE VIII - BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting

Section 8.2 Fiscal Year

ARTICLE IX - TAX MATTERS

ARTICLE X - REMOVAL OF THE MANAGING MEMBER

ARTICLE XI - DISSOLUTION, TERMINATION AND LIQUIDATION

Section 11.1 Dissolution and Termination

Section 11.2 Liquidator

Section 11.3 Liquidation of a Series

Section 11.4 Cancellation of Certificate of Formation

Section 11.5 Return of Contributions

Section 11.6 Waiver of Partition

ARTICLE XII - AMENDMENT OF AGREEMENT OR SERIES DESIGNATION

Section 12.1 General

Section 12.2 Certain Amendment Requirements

Section 12.3 Amendment Approval Process

ARTICLE XIII - MEMBER MEETINGS

Section 13.1 Meetings

Section 13.2 Quorum

Section 13.3 Chairman

Section 13.4 Voting Rights

Section 13.5 Extraordinary Actions

Section 13.6 Managing Member Approval

Section 13.7 Action By Members without a Meeting

Section 13.8 Managing Member

ARTICLE XIV - CONFIDENTIALITY

Section 14.1 Confidentiality Obligations

Section 14.2 Exempted information

Section 14.3 Permitted Disclosures

ARTICLE XV - GENERAL PROVISIONS

Section 15.1 Addresses and Notices

Section 15.2 Further Action

Section 15.3 Binding Effect

Section 15.4 Integration

Section 15.5 Creditors

Section 15.6 Waiver

Section 15.7 Counterparts

Section 15.8 Applicable Law and Jurisdiction

Section 15.9 Invalidity of Provisions

Section 15.10 Consent of Members

EXHIBIT A: FORM OF SERIES DESIGNATION

EXHIBIT B: FORM OF SUBSCRIPTION AGREEMENT

EXHIBIT C: FORM OF ASSET MANAGEMENT AGREEMENT

AMENDED AND RESTATED SERIES LIMITED LIABILITY COMPANY AGREEMENT OF Ark7 AIDC I, LLC

This AMENDED AND RESTATED SERIES LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) is entered into and effective as of November 2, 2026, by and among Ark7 Inc., a Delaware corporation, and each other Person (as defined below) who is admitted to the Company as a Member of the Company. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

RECITALS

WHEREAS, the Company was formed as a series limited liability company pursuant to the Delaware Limited Liability Company Act by filing a Certificate of Formation with the office of the Secretary of State of the State of Delaware on September 29, 2026;

WHEREAS, it is intended by the parties hereto that the Company establish separate Series for the holding of assets to be acquired or held by the Company, and that the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series of the Company shall be enforceable solely against the assets of such Series, and not against the assets of the Company generally or any other Series, and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series shall not be enforceable against the assets of such Series; and

NOW THEREFORE, in consideration of the mutual promises and obligations contained herein, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I - DEFINITIONS

Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

Abort Costs means all fees, costs and expenses incurred in connection with any Series Asset proposals pursued by the Company, the Managing Member or a Series that do not proceed to completion.

Acquisition Expenses means, in respect of each Series, the fees, costs and expenses allocable to such Series (or such Series pro rata share of any such fees, costs and expenses allocable to the Company) and incurred in connection with the evaluation, investigation, development and acquisition of a Series Asset, including brokerage and transaction fees and commissions, appraisal and valuation fees, asset title, registration and filing fees (as required), research fees, transfer taxes, third-party industry, technical and due diligence experts, bank fees and interest (if the Series Asset was acquired using debt prior to completion of the Initial Offering), technology costs directly related to the evaluation or acquisition of the Series Asset, and similar costs and expenses incurred in connection with the evaluation, investigation, development and acquisition of a Series Asset.

Additional Economic Member means a Person admitted as an Economic Member and associated with a Series in accordance with ARTICLE III as a result of an issuance of Interests of such Series to such Person by the Company.

Advisory Board has the meaning assigned to such term in Section 5.4.

Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Aggregate Ownership Limit means, in respect of an Initial Offering or a Subsequent Offering, not more than 10% of the aggregate Outstanding Interests of a Series, and in respect of a Transfer, not more than 19.9% of the aggregate Outstanding Interests of a Series, or in both cases, such other percentage set forth in the applicable Series Designation or as determined by the Managing Member in its sole discretion and as may be waived by the Managing Member in its sole discretion.

Agreement means this Amended and Restated Series Limited Liability Company Agreement, as amended, modified, supplemented, or restated from time to time.

Allocation Policy means the allocation policy of the Company adopted by the Managing Member in accordance with Section 5.1.

Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

Asset Manager means the manager of each of the Series Assets as specified in each Series Designation or, its permitted successors or assigns, appointed in accordance with Section 5.10.

Broker means any Person who has been appointed by the Company (and as the Managing Member may select in its reasonable discretion) and specified in any Series Designation to provide execution and other services relating to an Initial Offering to the Company, or its successors from time to time, or any other broker in connection with any Initial Offering.

Brokerage Fee means the fee payable to the Broker for the purchase by any Person of Interests in an Initial Offering equal to an amount agreed between the Managing Member and the Broker from time to time and specified in any Series Designation.

Business Day means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are authorized or required to close.

Certificate of Formation means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed with the Secretary of State of the State of Delaware.

Code means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any superseding federal tax law. A reference herein to a specific Code section refers, not only to such specific Section, but also to any corresponding provision of any superseding federal tax statute, as such specific Section or such corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

Company means Ark7 AIDC I, LLC, a Delaware series limited liability company, and any successors thereto.

Conflict of Interest means any matter that the Managing Member believes may involve a conflict of interest that is not otherwise addressed by the Allocation Policy.

Delaware Act means the Delaware Limited Liability Company Act, 6 Del. C. Section 18 101, et seq.

DGCL means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq.

Economic Member means together, the Investor Members, Additional Economic Members (including any Person who receives Interests in connection with any goods or services provided to a Series (including in respect of the sale of a Series Asset to that Series)) and their successors and assigns admitted as Additional Economic Members and Substitute Economic Members, in each case who is admitted as a Member of such Series, but shall exclude the Managing Member in its capacity as Managing Member. For the avoidance of doubt, the Managing Member or any of its Affiliates shall be an Economic Member to the extent it purchases Interests in a Series.

ERISA means the Employee Retirement Income Security Act of 1974.

Exchange Act means the Securities Exchange Act of 1934.

Expenses and Liabilities has the meaning assigned to such term in Section 5.5(a).

Fair Market Value of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm's length transaction, as determined by the Managing Member.

Free Cash Flow means any available cash for distribution generated from the net income received by a Series, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series) (ii) any amortization to the relevant Series Asset (as shown on the income statement of such Series) and (iii) any depreciation to the relevant Series Asset (as shown on the income statement of such Series) and (iv) any other non-cash Operating Expenses less (a) any capital expenditure related to the Series Asset (as shown on the cash flow statement of such Series) (b) any other liabilities or obligations of the Series, including interest payments on debt obligations, in each case to the extent not already paid or provided for and (c) upon the termination and winding up of a Series or the Company, all costs and expenses incidental to such termination and winding as allocated to the relevant Series in accordance with Section 6.4.

Form of Adherence means, in respect of an Initial Offering or Subsequent Offering, a subscription agreement or other agreement substantially in the form appended to the Offering Document pursuant to which an Investor Member or Additional Economic Member agrees to adhere to the terms of this Agreement or, in respect of a Transfer, a form of adherence or instrument of Transfer, each in a form satisfactory to the Managing Member from time to time, pursuant to which a Substitute Economic Member agrees to adhere to the terms of this Agreement.

Governmental Entity means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

Indemnified Person means (a) any Person who is or was an Officer of the Company or associated with a Series, (b) any Person who is or was a Managing Member or Liquidator, together with its officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors, (c) any Person who is or was serving at the request of the Company as an officer, director, member, manager, partner, fiduciary or trustee of another Person; provided, that, except to the extent otherwise set forth in a written agreement between such Person and the Company or a Series, a Person shall not be an Indemnified Person by reason of providing, on a fee for services basis, trustee, fiduciary, administrative or custodial services, (d) any member of the Advisory Board appointed by the Managing Member pursuant to Section 5.4, (e) the Asset Manager, and (f) any Person the Managing Member designates as an Indemnified Person for purposes of this Agreement.

Individual Aggregate Limit means, with respect to any individual holder, 10% of the greater of such holders annual income or net worth or, with respect to any entity, 10% of the greater of such holders annual revenue or net assets at fiscal year-end.

Initial Member means the Person identified in the Series Designation of such Series as the Initial Member associated therewith.

Initial Offering means the first offering or private placement and issuance of any Series, other than the issuance to the Initial Member.

Interest means an interest in a Series issued by the Company that evidences a Member's rights, powers and duties with respect to the Company and such Series pursuant to this Agreement and the Delaware Act.

Interest Designation has the meaning ascribed in Section 3.3(f).

Investment Advisers Act means the Investment Advisers Act of 1940.

Investment Company Act means the Investment Company Act of 1940.

Investor Members mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

Liquidator means one or more Persons selected by the Managing Member to perform the functions described in Section 11.2 as liquidating trustee of the Company or a Series, as applicable, within the meaning of the Delaware Act.

Managing Member means, as the context requires, the managing member of the Company or the managing member of a Series.

Management Fee means an amount up to 15% of any Free Cash Flows available for distribution pursuant to Article VII, as generated by each Series.

Member means each member of the Company associated with a Series, including, unless the context otherwise requires, the Initial Member, the Managing Member, each Economic Member (as the context requires), each Substitute Economic Member and each Additional Economic Member.

National Securities Exchange means an exchange registered with the U.S. Securities and Exchange Commission under Section 6(a) of the Exchange Act.

Offering Document means, with respect to any Series or the Interests of any Series, the prospectus, offering memorandum, offering circular, offering statement, offering circular supplement, private placement memorandum or other offering documents related to the Initial Offering of such Interests, in the form approved by the Managing Member and, to the extent required by applicable law, approved or qualified, as applicable, by any applicable Governmental Entity, including without limitation the U.S. Securities and Exchange Commission.

Offering Expenses means in respect of each Series, the following fees, costs and expenses allocable to such Series or such Series pro rata share (as determined by the Allocation Policy, if applicable) of any such fees, costs and expenses allocable to the Company incurred in connection with executing the Offering, consisting of underwriting, legal, accounting, escrow and compliance costs related to a specific offering, and marketing, advertising and investor acquisition expenses relating specifically to the applicable Offering, to the extent disclosed in the applicable Offering Document.

Officers means any president, vice president, secretary, treasurer or other officer of the Company or any Series as the Managing Member may designate (which shall, in each case, constitute managers within the meaning of the Delaware Act).

Operating Expenses means in respect of each Series, the following fees, costs and expenses allocable to such Series or such Series pro rata share (as determined by the Allocation Policy, if applicable) of any such fees, costs and expenses allocable to the Company:

(a) any and all fees, costs and expenses incurred in connection with the management of a Series Asset, including real and personal property taxes, income taxes, licensing fees, property insurance fees, utility fees, maintenance fees, marketing, security, and utilization of the Series Asset;

(b) any fees, costs and expenses incurred in connection with preparing any reports and accounts of each Series of Interests, including any blue sky filings required in order for a Series of Interest to be made available to Investors in certain states and any annual audit of the accounts of such Series of Interests (if applicable) and any reports to be filed with the U.S. Securities and Exchange Commission including periodic reports on Forms 1-K, 1-SA and 1-U.

(c) any and all insurance premiums or expenses, including directors and officers insurance of the directors and officers of the Managing Member or the Asset Manager, in connection with the Series Asset;

(d) any withholding or transfer taxes imposed on the Company or a Series or any of the Members as a result of its or their earnings, investments or withdrawals;

(e) any governmental fees imposed on the capital of the Company or a Series or incurred in connection with compliance with applicable regulatory requirements;

(f) any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, a Series or the Asset Manager in connection with the affairs of the Company or a Series;

(g) the fees and expenses of any administrator, if any, engaged to provide administrative services to the Company or a Series;

(h) all custodial fees, costs and expenses in connection with the holding of a Series Asset or Interests;

(i) any fees, costs and expenses of a third-party registrar and transfer agent appointed by the Managing Member in connection with a Series;

(j) the cost of the audit of the Company's annual financial statements and the preparation of its tax returns and circulation of reports to Economic Members;

(k) the cost of any audit of a Series annual financial statements, the fees, costs and expenses incurred in connection with making of any tax filings on behalf of a Series and circulation of reports to Economic Members;

(l) any indemnification payments to be made pursuant to Section 5.5;

(m) the fees and expenses of the Company's or a Series counsel in connection with advice directly relating to the Company's or a Series legal affairs;

(n) the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by the Managing Member in connection with the operations of the Company or a Series; and

(o) any similar expenses that may be determined to be Operating Expenses, as determined by the Managing Member in its reasonable discretion.

Operating Expenses Reimbursement Obligation(s) has the meaning ascribed in Section 6.3.

Outstanding means all Interests that are issued by the Company and reflected as outstanding on the Company's books and records as of the date of determination.

Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity.

Record Date means the date established by the Managing Member for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members associated with any Series or entitled to exercise rights in respect of any lawful action of Members associated with any Series or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

Record Holder or holder means the Person in whose name such Interests are registered on the books of the Company as of the opening of business on a particular Business Day, as determined by the Managing Member in accordance with this Agreement.

Securities Act means the Securities Act of 1933.

Series has the meaning assigned to such term in Section 3.3(a).

Series Assets means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by a particular Series and owned or held by or for the account of such Series, whether owned or held by or for the account of such Series as of the date of the designation or establishment thereof or thereafter contributed to or acquired by such Series.

Series Designation has the meaning assigned to such term in Section 3.3(a).

Sourcing Fee means, with respect to each Series, a fee payable to the Managing Member or its designee in consideration for sourcing or arranging the acquisition of the applicable Series Asset, in an amount not to exceed six percent (6%) of the gross proceeds actually received by such Series in the applicable Offering, or such lesser amount as may be specified in the applicable Series Designation or Offering Document, and which may be waived in whole or in part by the Managing Member in its sole discretion.

Sponsor Interests means Interests of a Series that may be granted to the Managing Member or any of its Affiliates without cash consideration pursuant to Section 3.4(c).

Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

Substitute Economic Member means a Person who is admitted as an Economic Member of the Company and associated with a Series pursuant to Section 4.1(b) as a result of a Transfer of Interests to such Person.

Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

Transfer means, with respect to an Interest, a transaction by which the Record Holder of an Interest assigns such Interest to another Person who is or becomes a Member, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

U.S. GAAP means United States generally accepted accounting principles consistently applied, as in effect from time to time.

Section 1.2 Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to paragraphs, Articles and Sections refer to paragraphs, Articles and Sections of this Agreement; (c) the term include or includes means includes, without limitation, and including means including, without limitation, (d) the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, (e) or has the inclusive meaning represented by the phrase and/or, (f) unless the context otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (g) references to any Person shall include all predecessors of such Person, as well as all permitted successors, assigns, executors, heirs, legal representatives and administrators of such Person, and (h) any reference to any statute or regulation includes any implementing legislation and any rules made under that legislation, statute or statutory provision, whenever before, on, or after the date of the Agreement, as well as any amendments, restatements or modifications thereof, as well as all statutory and regulatory provisions consolidating or replacing the statute or regulation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

ARTICLE II - ORGANIZATION

Section 2.1 Formation. The Company has been formed as a series limited liability company pursuant to Section 18-215 of the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Members and the administration, dissolution and termination of the Company and each Series shall be governed by the Delaware Act.

Section 2.2 Name. The name of the Company shall be Ark7 AIDC I, LLC. The business of the Company and any Series may be conducted under any other name or names, as determined by the Managing Member. The Managing Member may change the name of the Company at any time and from time to time and shall notify the Economic Members of such change in the next regular communication to the Economic Members.

Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the Managing Member in its sole discretion, the registered office of the Company in the State of Delaware shall be located at 1201 Orange Street, Suite 600, Wilmington, Delaware 19801, and the registered agent for service of process on the Company and each Series in the State of Delaware at such registered office shall be Agents and Corporations, Inc. The principal office of the Company shall be located at 1 Ferry Building, Ste 201, San Francisco, CA 94111. Unless otherwise provided in the applicable Series Designation, the principal office of each Series shall be located at 1 Ferry Building, Ste 201, San Francisco, CA 94111 or such other place as the Managing Member may from time to time designate by notice to the Economic Members associated with the applicable Series. The Company and each Series may maintain offices at such other place or places within or outside the State of Delaware as the Managing Member determines to be necessary or appropriate. The Managing Member may change the registered office, registered agent or principal office of the Company or of any Series at any time and from time to time and shall notify the applicable Economic Members of such change in the next regular communication to such Economic Members.

Section 2.4 Purpose. The purpose of the Company and, unless otherwise provided in the applicable Series Designation, each Series shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a series limited liability company organized pursuant to the Delaware Act, (b) acquire, develop, own, operate and otherwise invest in real and personal property and other assets, and to exercise all of the rights and powers conferred upon the Company and each Series with respect to its interests therein, and (c) conduct any and all activities related or incidental to the foregoing purposes.

Section 2.5 Powers. The Company, each Series and, subject to the terms of this Agreement, the Managing Member shall be empowered to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the purposes described in Section 2.4.

Section 2.6 Power of Attorney.

(a) Each Economic Member hereby constitutes and appoints the Managing Member and, if a Liquidator shall have been selected pursuant to Section 11.2, the Liquidator, and each of their authorized officers and attorneys in fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney in fact, with full power and authority in his or her name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices:

(A) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or restatements hereof or thereof) that the Managing Member, or the Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a series limited liability company in the State of Delaware and in all other jurisdictions in which the Company or any Series may conduct business or own property; (B) all certificates, documents and other instruments that the Managing Member, or the Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments that the Managing Member or the Liquidator determines to be necessary or appropriate to reflect the dissolution, liquidation or termination of the Company or a Series pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal or substitution of any Economic Member pursuant to, or in connection with other events described in, ARTICLE III or ARTICLE XI; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any Series of Interest issued pursuant to Section 3.3; (F) all certificates, documents and other instruments that the Managing Member or Liquidator determines to be necessary or appropriate to maintain the separate rights, assets, obligations and liabilities of each Series; and (G) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Company; and

(ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Managing Member or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by any of the Members hereunder or is consistent with the terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when any provision of this Agreement that establishes a percentage of the Members or of the Members of any Series required to take any action, the Managing Member, or the Liquidator, may exercise the power of attorney made in this paragraph only after the necessary vote, consent, approval, agreement or other action of the Members or of the Members of such Series, as applicable.

Nothing contained in this Section shall be construed as authorizing the Managing Member, or the Liquidator, to amend, change or modify this Agreement except in accordance with ARTICLE XII or as may be otherwise expressly provided for in this Agreement.

(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Economic Member and the transfer of all or any portion of such Economic Members Interests and shall extend to such Economic Members heirs, successors, assigns and personal representatives. Each such Economic Member hereby agrees to be bound by any representation made by any officer of the Managing Member, or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Economic Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Managing Member, or the Liquidator, taken in good faith under such power of attorney in accordance with this Section. Each Economic Member shall execute and deliver to the Managing Member, or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as any of such Officers or the Liquidator determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Company.

Section 2.7 Term. The term of the Company commenced on the day on which the Certificate of Formation was filed with the Secretary of State of the State of Delaware pursuant to the provisions of the Delaware Act. The existence of each Series shall commence upon the effective date of the Series Designation establishing such Series, as provided in Section 3.3. The term of the Company and each Series shall be perpetual, unless and until it is dissolved or terminated in accordance with the provisions of ARTICLE XI. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.

Section 2.8 Title to Assets. All Interests shall constitute personal property of the owner thereof for all purposes and a Member has no interest in specific assets of the Company or applicable Series Assets. Title to any Series Assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Series to which such asset was contributed or by which such asset was acquired, and none of the Company, any Member, Officer or other Series, individually or collectively, shall have any ownership interest in such Series Assets or any portion thereof. Title to any or all of the Series Assets may be held in the name of the relevant Series or one or more nominees, as the Managing Member may determine. All Series Assets shall be recorded by the Managing Member as the property of the applicable Series in the books and records maintained for such Series, irrespective of the name in which record title to such Series Assets is held.

Section 2.9 Certificate of Formation. The Certificate of Formation has been filed with the Secretary of State of the State of Delaware, such filing being hereby confirmed, ratified and approved in all respects. The Managing Member shall use reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a series limited liability company in the State of Delaware or any other state in which the Company or any Series may elect to do business or own property. To the extent that the Managing Member determines such action to be necessary or appropriate, the Managing Member shall, or shall direct the appropriate Officers, to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a series limited liability company under the laws of the State of Delaware or of any other state in which the Company or any Series may elect to do business or own property, and if an Officer is so directed, such Officer shall be an authorized person of the Company and, unless otherwise provided in a Series Designation, each Series within the meaning of the Delaware Act for purposes of filing any such certificate with the Secretary of State of the State of Delaware. The Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Member.

ARTICLE III - MEMBERS, SERIES AND INTERESTS

Section 3.1 Members.

(a) Subject to paragraph (b), a Person shall be admitted as an Economic Member and Record Holder either as a result of an Initial Offering, Subsequent Offering, a Transfer or at such other time as determined by the Managing Member, and upon (i) agreeing to be bound by the terms of this Agreement by completing, signing and delivering to the Managing Member, a completed Form of Adherence, which is then accepted by the Managing Member, (ii) the prior written consent of the Managing Member, and (iii) otherwise complying with the applicable provisions of ARTICLE III and ARTICLE IV.

(b) The Managing Member may withhold its consent to the admission of any Person as an Economic Member for any reason, including when it determines in its reasonable discretion that such admission could: (i) result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of any Series of Interests, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act, (ii) cause such Persons holding to be in excess of the Aggregate Ownership Limit, (iii) cause the Persons investment in all Interests (of all Series in the aggregate) to exceed the Individual Aggregate Limit, (iv) could adversely affect the Company or a Series or subject the Company, a Series, the Managing Member or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company, or subject the Company, any Series, the Managing Member or any of their respective Affiliates to any tax to which it would not otherwise be subject, (v) cause the Company to be required to register as an investment company under the Investment Company Act, (vi) cause the Managing Member or any of its Affiliates being required to register under the Investment Advisers Act, (vii) cause the assets of the Company or any Series to be treated as plan assets as defined in Section 3(42) of ERISA, or (viii) result in a loss of (a) partnership status by the Company for US federal income tax purposes or the termination of the Company for US federal income tax purposes or (b) corporation taxable as an association status for US federal income tax purposes of any Series or termination of any Series for US federal income tax purposes. A Person may become a Record Holder without the consent or approval of any of the Economic Members. A Person may not become a Member without acquiring an Interest.

(c) The name and mailing address of each Member shall be listed on the books and records of the Company and each Series maintained for such purpose by the Company and each Series. The Managing Member shall update the books and records of the Company and each Series from time to time as necessary to reflect accurately the information therein.

(d) Except as otherwise provided in the Delaware Act and subject to Sections 3.1(e) and 3.3 relating to each Series, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

(e) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Series, and not of any other Series. In addition, the Members shall not be obligated personally for any such debt, obligation or liability of any Series solely by reason of being a Member.

(f) Unless otherwise provided herein, and subject to ARTICLE XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign or redeem their Interests from the Company; provided that when a transferee of a Members Interests becomes a Record Holder of such Interests, such transferring Member shall cease to be a Member of the Company with respect to the Interests so transferred and that Members of a Series shall cease to be Members of such Series when such Series is finally liquidated in accordance with Section 11.3.

(g) Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company or a Series, including business interests and activities in direct competition with the Company or any Series. None of the Company, any Series or any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

(h) Ark7 Inc. was appointed as the Managing Member of the Company with effect from the formation of the Company and shall continue as Managing Member of the Company until the earlier of (i) the dissolution of the Company pursuant to Section 11.1(a), or (ii) its removal or replacement pursuant to Section 4.3 or ARTICLE X. Except as otherwise set forth in the applicable Series Designation, the Managing Member of each Series shall be Ark7 Inc. until the earlier of (i) the dissolution of the Series pursuant to Section 11.1(b) or (ii) its removal or replacement pursuant to Section 4.3 or ARTICLE X. Unless otherwise set forth in the applicable Series Designation, the Managing Member or its Affiliates shall, as at the closing of any Initial Offering, hold at least 1.00% of the Interests of the Series being issued pursuant to such Initial Offering. Except as otherwise expressly provided in this Agreement, including Section 7.2, or in the applicable Series Designation, Interests held by the Managing Member or any of its Affiliates shall be identical to those held by other Economic Members and shall not have additional distribution, redemption, conversion or liquidation rights solely by virtue of the holder's status as the Managing Member or an Affiliate thereof; provided that the Managing Member shall have the rights, duties and obligations of the Managing Member hereunder regardless of whether the Managing Member holds any Interests.

Section 3.2 Capital Contributions.

(a) The minimum number of Interests a Member may acquire is one (1) Interest or such higher or lesser amount as the Managing Member may determine from time to time and as specified in the applicable Series Designation or Offering Document. Persons acquiring Interests through an Initial Offering or Subsequent Offering shall make a Capital Contribution to the Company in an amount equal to the applicable per Interest purchase price multiplied by the number of Interests acquired by such Person. Interests of the same Series may be issued at different prices in the same or different closings or offerings, as determined by the Managing Member and disclosed in the applicable Offering Document. Differences in the purchase price paid for Interests shall not, by themselves, create separate classes of Interests or different voting, distribution, redemption or liquidation rights unless otherwise expressly provided in the applicable Series Designation. Persons acquiring Interests in a manner other than through an Initial Offering or Subsequent Offering or pursuant to a Transfer shall make such Capital Contribution as shall be determined by the Managing Member in its sole discretion.

(b) Except as expressly permitted by the Managing Member, in its sole discretion (i) initial and any additional Capital Contributions to the Company or Series as applicable, by any Member shall be payable in cash and (ii) initial and any additional Capital Contributions shall be payable in one installment and shall be paid prior to the date of the proposed acceptance by the Managing Member of a Person's admission as a Member to a Series (or a Members application to acquire additional Interests) (or within five business days thereafter with the Managing Members approval). No Member shall be required to make an additional capital contribution to the Company or Series but may make an additional Capital Contribution to acquire additional interests at such Members sole discretion.

(c) Except to the extent expressly provided in this Agreement, including Section 7.2, or in any applicable Series Designation: (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding Interests of a Series shall have priority over any other Member holding Interests of the same Series either as to the return of Capital Contributions or as to distributions; (iii) no interest shall be paid by the Company or any Series on any Capital Contributions; and (iv) no Economic Member, in its capacity as such, shall participate in the operation or management of the business of the Company or any Series, transact any business in the Company's or any Series' name, or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member.

Section 3.3 Series of the Company.

(a) Establishment of Series. Subject to the provisions of this Agreement, the Managing Member may, at any time and from time to time and in compliance with paragraph (c), cause the Company to establish in writing (each, a Series Designation) one or more series as such term is used under Section 18-215 of the Delaware Act (each a Series). The Series Designation shall relate solely to the Series established thereby and shall not be construed: (i) to affect the terms and conditions of any other Series, or (ii) to designate, fix or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Interests associated with any other Series, or the Members associated therewith. The terms and conditions for each Series established pursuant to this Section shall be as set forth in this Agreement and the Series Designation, as applicable, for the Series. Upon approval of any Series Designation by the Managing Member, such Series Designation shall be attached to this Agreement as an Exhibit until such time as none of such Interests of such Series remain Outstanding.

(b) Series Operation. Each of the Series shall operate to the extent practicable as if it were a separate limited liability company.

(c) Series Designation. The Series Designation establishing a Series may: (i) specify a name or names under which the business and affairs of such Series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Interests of such Series and the Members associated therewith (to the extent such terms differ from those set forth in this Agreement) and (iii) designate or authorize the designation of specific Officers to be associated with such Series. A Series Designation (or any resolution of the Managing Member amending any Series Designation) shall be effective when a duly executed original of the same is included by the Managing Member among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (it being understood and agreed that, upon such effective date, the Series described in such Series Designation shall be deemed to have been established and the Interests of such Series shall be deemed to have been authorized in accordance with the provisions thereof). The Series Designation establishing a Series may set forth specific provisions governing the rights of such Series against a Member associated with such Series who fails to comply with the applicable provisions of this Agreement (including, for the avoidance of doubt, the applicable provisions of such Series Designation). In the event of a conflict between the terms and conditions of this Agreement and a Series Designation, the terms and conditions of the Series Designation shall prevail.

(d) Assets and Liabilities Associated with a Series.

1) Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Interests of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be (assets), shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series. Such assets are herein referred to as assets associated with that Series. In the event that there are any assets in relation to the Company that, in the Managing Members reasonable judgment, are not readily associated with a particular Series, the Managing Member shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Managing Member deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Managing Member pursuant to the provisions of this paragraph shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Managing Member shall not commingle the assets of one Series with the assets of any other Series.

2) Liabilities Associated with a Series. All debts, liabilities, expenses, costs, charges, obligations and reserves incurred by, contracted for or otherwise existing (liabilities) with respect to a particular Series shall be charged against the assets associated with that Series. Such liabilities are herein referred to as liabilities associated with that Series. In the event that there are any liabilities in relation to the Company that, in the Managing Members reasonable judgment, are not readily associated with a particular Series, the Managing Member shall allocate and charge (including indemnification obligations) such liabilities to, between or among any one or more of the Series, in such manner and on such basis as the Managing Member deems fair and equitable and in accordance with the Allocation Policy, and any liability so allocated and charged to a particular Series shall thereupon be deemed to be a liability associated with that Series. Each allocation by the Managing Member pursuant to the provisions of this Section shall be conclusive and binding upon the Members associated with each and every Series. All liabilities associated with a Series shall be enforceable against the assets associated with that Series only, and not against the assets associated with the Company or any other Series, and except to the extent set forth above, no liabilities shall be enforceable against the assets associated with any Series prior to the allocation and charging of such liabilities as provided above. Any allocation of liabilities that are not readily associated with a particular Series to, between or among one or more of the Series shall not represent a commingling of such Series to pool capital for the purpose of carrying on a trade or business or making common investments and sharing in profits and losses therefrom. The Managing Member has caused notice of this limitation on inter-series liabilities to be set forth in the Certificate of Formation, and, accordingly, the statutory provisions of Section 18 215(b) of the Delaware Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18 207 of the Delaware Act of setting forth such notice in the Certificate of Formation) shall apply to the Company and each Series. Notwithstanding any other provision of this Agreement, no distribution on or in respect of Interests in a particular Series, including, for the avoidance of doubt, any distribution made in connection with the winding up of such Series, shall be effected by the Company other than from the assets associated with that Series, nor shall any Member or former Member associated with a Series otherwise have any right or claim against the assets associated with any other Series (except to the extent that such Member or former Member has such a right or claim hereunder as a Member or former Member associated with such other Series or in a capacity other than as a Member or former Member).

(e) Ownership of Series Assets. Title to and beneficial interest in Series Assets shall be deemed to be held and owned by the relevant Series and no Member or Members of such Series, individually or collectively, shall have any title to or beneficial interest in specific Series Assets or any portion thereof. Each Member of a Series irrevocably waives any right that it may have to maintain an action for partition with respect to its interest in the Company, any Series or any Series Assets. Any Series Assets may be held or registered in the name of the relevant Series, in the name of a nominee or as the Managing Member may determine; provided, however, that Series Assets shall be recorded as the assets of the relevant Series on the Company's books and records, irrespective of the name in which legal title to such Series Assets is held. Any corporation, brokerage firm or transfer agent called upon to transfer any Series Assets to or from the name of any Series shall be entitled to rely upon instructions or assignments signed or purporting to be signed by the Managing Member or its agents without inquiry as to the authority of the person signing or purporting to sign such instruction or assignment or as to the validity of any transfer to or from the name of such Series.

(f) Prohibition on Issuance of Preference Interests. No Interests shall entitle any Member to any preemptive, preferential or similar rights unless such preemptive, preferential or similar rights are set forth in the applicable Series Designation on or prior to the date of the Initial Offering of any interests of such Series (the designation of such preemptive, preferential or similar rights with respect to a Series in the Series Designation, the Interest Designation).

Section 3.4 Authorization to Issue Interests.

(a) The Company may issue Interests, and options, rights and warrants relating to Interests, for any Company or Series purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Managing Member shall determine, all without the approval of the Economic Members. Each Interest shall have the rights and be governed by the provisions set forth in this Agreement (including any Series Designation).

(b) Subject to Section 6.3(a)(i), and unless otherwise provided in the applicable Series Designation, the Company is authorized to issue in respect of each Series an unlimited number of Interests. All Interests issued pursuant to, and in accordance with the requirements of, this ARTICLE III shall be validly issued Interests in the Company, except to the extent otherwise provided in the Delaware Act or this Agreement (including any Series Designation).

(c) The Managing Member or any of its Affiliates may be granted Sponsor Interests with respect to a Series, without cash consideration, in an amount that would represent up to twenty percent (20%) of the aggregate Interests of such Series outstanding after giving effect to such Sponsor Interests. Sponsor Interests shall vest proportionately as the applicable Series acquires interests in its Series Asset, or as otherwise disclosed in the applicable Offering Document. Unvested Sponsor Interests shall have no voting, distribution or other economic rights, shall not be treated as Outstanding for any purpose, and shall be cancelled at the end of the applicable acquisition period. Vested Sponsor Interests shall have the rights of Interests of the applicable Series except as otherwise provided in the applicable Series Designation or Offering Document. The Aggregate Ownership Limit shall not apply to the issuance, vesting or holding of Sponsor Interests.

Section 3.5 Voting Rights of Interests Generally. Unless otherwise provided in this Agreement or any Series Designation, (i) each Record Holder of Interests shall be entitled to one vote per Interest for all matters submitted for the consent or approval of Members generally, (ii) all Record Holders of Interests (regardless of Series) shall vote together as a single class on all matters as to which all Record Holders of Interests are entitled to vote, (iii) Record Holders of a particular Series of Interest shall be entitled to one vote per Interest for all matters submitted for the consent or approval of the Members of such Series and (iv) the Managing Member or any of its Affiliates shall not be entitled to vote in connection with any Interests they hold pursuant to Section 3.1(h) and no such Interests shall be deemed Outstanding for purposes of any such vote.

Section 3.6 Record Holders. The Company shall be entitled to recognize the Record Holder as the owner of an Interest and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Interest on the part of any other Person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange or over-the-counter market on which such Interests are listed for trading (if ever). Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring or holding Interests, as between the Company on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Interests.

Section 3.7 Splits.

(a) Subject to paragraph (c) of this Section and Section 3.4, and unless otherwise provided in any Interest Designation, the Company may make a pro rata distribution of Interests of a Series to all Record Holders of such Series, or may effect a subdivision or combination of Interests of any Series, in each case, on an equal per Interest basis and so long as, after any such event, any amounts calculated on a per Interest basis or stated as a number of Interests are proportionately adjusted.

(b) Whenever such a distribution, subdivision or combination of Interests is declared, the Managing Member shall select a date as of which the distribution, subdivision or combination shall be effective. The Managing Member shall send notice thereof at least 20 days prior to the date of such distribution, subdivision or combination to each Record Holder as of a date not less than 10 days prior to the date of such distribution, subdivision or combination. The Managing Member also may cause a firm of independent public accountants selected by it to calculate the number of Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Managing Member shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c) Subject to Section 3.4 and unless otherwise provided in any Series Designation, the Company shall not issue fractional Interests upon any distribution, subdivision or combination of Interests. If a distribution, subdivision or combination of Interests would otherwise result in the issuance of fractional Interests, each fractional Interest shall be rounded to the nearest whole Interest (and a 0.5 Interest shall be rounded to the next higher Interest).

Section 3.8 Agreements. The rights of all Members and the terms of all Interests are subject to the provisions of this Agreement (including any Series Designation).

ARTICLE IV - REGISTRATION AND TRANSFER OF INTERESTS

Section 4.1 Maintenance of a Register. Subject to the restrictions on Transfer and ownership limitations contained below:

(a) The Company shall keep or cause to be kept on behalf of the Company and each Series a register that will set forth the Record Holders of each of the Interests and information regarding the Transfer of each of the Interests. The Managing Member is hereby initially appointed as registrar and transfer agent of the Interests, provided that the Managing Member may appoint such third-party registrar and transfer agent as it determines appropriate in its sole discretion, for the purpose of registering Interests and Transfers of such Interests as herein provided, including as set forth in any Series Designation.

(b) Upon acceptance by the Managing Member of the Transfer of any Interest, each transferee of an Interest (i) shall be admitted to the Company as a Substitute Economic Member with respect to the Interests so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement by completing a Form of Adherence to the reasonable satisfaction of the Managing Member in accordance with Section 4.2(g)(ii), (iii) shall become the Record Holder of the Interests so transferred, (iv) grants powers of attorney to the Managing Member and any Liquidator of the Company and each of their authorized officers and attorneys in fact, as the case may be, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The Transfer of any Interests and the admission of any new Economic Member shall not constitute an amendment to this Agreement, and no amendment to this Agreement shall be required for the admission of new Economic Members.

(c) Nothing contained in this Agreement shall preclude the settlement of any transactions involving Interests entered into through the facilities of any National Securities Exchange or over-the-counter market on which such Interests are listed for trading, if any.

Section 4.2 Holding Period and Ownership Limitations.

(a) No Transfer of any Economic Members Interest, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Economic Member, unless the Economic Member Interest has been held for a period of 12 months and the written consent of the Managing Member has been obtained, which consent may be withheld in its sole and absolute discretion as further described in this Section 4.2. In the event of any Transfer, all of the conditions of the remainder of this Section must also be satisfied. Notwithstanding the foregoing but subject to Section 3.6, assignment of the economic benefits of ownership of Interests may be made without the Managing Members consent, provided that the assignee is not an ineligible or unsuitable investor under applicable law.

(b) No Transfer of any Economic Members Interests, whether voluntary or involuntary, shall be valid or effective unless the Managing Member determines, after consultation with legal counsel acting for the Company that such Transfer will not, unless waived by the Managing Member:

(i) result in the transferee directly or indirectly owning in excess of the Aggregate Ownership Limit;

(ii) result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of any Series of Interests, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act, unless such Interests have been registered under the Exchange Act or the Company is otherwise an Exchange Act reporting company;

(iii) cause all or any portion of the assets of the Company or any Series to constitute plan assets for purposes of ERISA;

(iv) adversely affect the Company or such Series, or subject the Company, the Series, the Managing Member or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company or subject the Company, any Series, the Managing Member or any of their respective Affiliates to any tax to which it would not otherwise be subject;

(v) require registration of the Company, any Series or any Interests under any securities laws of the United States of America, any state thereof or any other jurisdiction; or

(vi) violate or be inconsistent with any representation or warranty made by the transferring Economic Member.

(c) The transferring Economic Member, or such Economic Members legal representative, shall give the Managing Member prior written notice before making any voluntary Transfer and notice within thirty (30) days after any involuntary Transfer (unless such notice period is otherwise waived by the Managing Member), and shall provide sufficient information to allow legal counsel acting for the Company to make the determination that the proposed Transfer will not result in any of the consequences referred to in paragraphs (b)(i) through (b)(vi) above. If a Transfer occurs by reason of the death of an Economic Member or assignee, the notice may be given by the duly authorized representative of the estate of the Economic Member or assignee. The notice must be supported by proof of legal authority and valid assignment in form and substance acceptable to the Managing Member.

(d) In the event any Transfer permitted by this Section shall result in beneficial ownership by multiple Persons of any Economic Members interest in the Company, the Managing Member may require one or more trustees or nominees to be designated to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as an Economic Member had pursuant to the provisions of this Agreement.

(e) A transferee shall be entitled to any future distributions attributable to the Interests transferred to such transferee and to transfer such Interests in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of an Economic Member as a result of such Transfer until he or she becomes a Substitute Economic Member.

(f) The Company and each Series shall incur no liability for distributions made in good faith to the transferring Economic Member until a written instrument of Transfer has been received by the Company and recorded on its books and the effective date of Transfer has passed.

(g) Any other provision of this Agreement to the contrary notwithstanding, any Substitute Economic Member shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section, the Managing Member may require, in its sole discretion: (i) the transferring Economic Member and each transferee to execute one or more deeds or other instruments of Transfer in a form satisfactory to the Managing Member; (ii) each transferee to acknowledge its assumption (in whole or, if the Transfer is in respect of part only, in the proportionate part) of the obligations of the transferring Economic Member by executing a Form of Adherence (or any other equivalent instrument as determined by the Managing Member); (ii) each transferee to provide all the information required by the Managing Member to satisfy itself as to anti-money laundering, counter-terrorist financing and sanctions compliance matters; and (iv) payment by the transferring Economic Member, in full, of the costs and expenses referred to in paragraph (h) below. No Transfer shall be completed or recorded in the books of the Company, and no proposed Substitute Economic Member shall be admitted to the Company as an Economic Member, unless and until each of these requirements has been satisfied or, at the sole discretion of the Managing Member, waived.

(h) The transferring Economic Member shall bear all costs and expenses arising in connection with any proposed Transfer, whether or not the Transfer proceeds to completion, including any legal fees incurred by the Company or any broker or dealer, any costs or expenses in connection with any opinion of counsel, and any transfer taxes and filing fees.

Section 4.3 Transfer of Interests and Obligations of the Managing Member.

(a) The Managing Member may Transfer all Interests acquired by the Managing Member (including all Interests acquired by the Managing Member in the Initial Offering pursuant to Section 3.1(h)) at any time and from time to time following the closing of the Initial Offering.

(b) The Economic Members hereby authorize the Managing Member to assign its rights, obligations and title as Managing Member to an Affiliate of the Managing Member without the prior consent of any other Person, and, in connection with such transfer, designate such Affiliate of the Managing Member as a successor Managing Member provided, that the Managing Member shall notify the applicable Economic Members of such change in the next regular communication to such Economic Members.

(c) Except as set forth in Section 4.3(b) above, in the event of the resignation of the Managing Member of its rights, obligations and title as Managing Member, the Managing Member shall nominate a successor Managing Member and the vote of a majority of the Interests held by Economic Members shall be required to elect such successor Managing Member. The Managing Member shall continue to serve as the Managing Member of the Company until such date as a successor Managing Member is elected pursuant to the terms of this Section 4.3(c).

Section 4.4 Remedies for Breach. If the Managing Member shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of this ARTICLE IV, the Managing Member shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company to redeem shares, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event.

ARTICLE V - MANAGEMENT AND OPERATION OF THE COMPANY AND EACH SERIES

Section 5.1 Power and Authority of Managing Member. Except as explicitly set forth in this Agreement, the Managing Member, as appointed pursuant to Section 3.1(h) of this Agreement, shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, in each case without the consent of the Economic Members, including but not limited to the following:

(a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of a Series, an Operating Expenses Reimbursement Obligation, or indebtedness that is convertible into Interests, and the incurring of any other obligations;

(b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company or any Series (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the U.S. Securities and Exchange Commission), and the making of any tax elections;

(c) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or any Series or the merger or other combination of the Company with or into another Person and for the avoidance of doubt, any action taken by the Managing Member pursuant to this sub-paragraph shall not require the consent of the Economic Members;

(d) (i) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company and the repayment of obligations of the Company and (ii) the use of the assets of a Series (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of such Series and the repayment of obligations of such Series;

(e) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company or any Series under contractual arrangements to all or particular assets of the Company or any Series);

(f) the declaration and payment of distributions of Free Cash Flows or other assets to Members associated with a Series;

(g) the election and removal of Officers of the Company or associated with any Series;

(h) the appointment of the Asset Manager in accordance with the terms of this Agreement;

(i) the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such Persons;

(j) the solicitation of proxies from holders of any Series of Interests issued on or after the date of this Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Economic Members under this Agreement;

(k) the maintenance of insurance for the benefit of the Company, any Series and the Indemnified Persons and the reinvestment by the Managing Member in its sole discretion, of any proceeds received by such Series from an insurance claim in a replacement Series Asset which is substantially similar to that which comprised the Series Asset prior to the event giving rise to such insurance payment;

(l) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement;

(m) the placement of any Free Cash Flow funds in deposit accounts in the name of a Series or of a custodian for the account of a Series, or to invest those Free Cash Flow funds in any other investments for the account of such Series, in each case pending the application of those Free Cash Flow funds in meeting liabilities of the Series or making distributions or other payments to the Members (as the case may be);

(n) the control of any matters affecting the rights and obligations of the Company or any Series, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes;

(o) the indemnification of any Person against liabilities and contingencies to the maximum extent permitted by law;

(p) the giving of consent of or voting by the Company or any Series in respect of any securities that may be owned by the Company or such Series;

(q) the waiver of any condition or other matter by the Company or any Series;

(r) the entering into of listing agreements with any National Securities Exchange or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market;

(s) the issuance, sale or other disposition, and the purchase or other acquisition, of Interests or options, rights or warrants relating to Interests;

(t) the registration of any offer, issuance, sale or resale of Interests or other securities or any Series issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Interests or other securities by Members or other security holders);

(u) the execution and delivery of agreements with Affiliates of the Company or other Persons to render services to the Company or any Series;

(v) the adoption, amendment and repeal of the Allocation Policy;

(w) the selection of auditors for the Company and any Series;

(x) the selection of any transfer agent or depositor for any securities of the Company or any Series, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions; and

(y) unless otherwise provided in this Agreement or the Series Designation, the calling of a vote of the Economic Members as to any matter to be voted on by all Economic Members of the Company or if a particular Series, as applicable.

The authority and functions of the Managing Member, on the one hand, and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL in addition to the powers that now or hereafter can be granted to managers under the Delaware Act. No Economic Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or any Series or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company or any Series.

Section 5.2 Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests:

(a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series;

(b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged);

(c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series;

(d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests;

(e) the number of Interests within a Series;

(f) any matter relating to the acquisition, holding and disposition of any assets by any Series;

(g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series;

(h) each of the matters set forth in Section 5.1(a) through Section 5.1(y); or

(i) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Section 5.3 Delegation. The Managing Member may delegate to any Person or Persons any of the powers and authority vested in it hereunder, and may engage such Person or Persons to provide administrative, compliance, technological and accounting services to the Company, on such terms and conditions as it may consider appropriate.

Section 5.4 Advisory Board.

(a) The Managing Member may establish an Advisory Board comprised of members of the Managing Members expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company's acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets.

(b) If the Advisory Board determines that any member of the Advisory Boards interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise.

(c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Members instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates.

(d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

Section 5.5 Exculpation, Indemnification, Advances and Insurance.

(a) Subject to other applicable provisions of this ARTICLE V including Section 5.7, the Indemnified Persons shall not be liable to the Company or any Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company or any Series, this Agreement or any investment made or held by the Company or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, fiduciary or trustee of another Person, other than such acts or omissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, Expenses and Liabilities) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, an Officer of the Company or associated with such Series, a member of the Advisory Board or an officer, director, member, partner, fiduciary or trustee of another Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Series (including any indebtedness which the Company or any Series has assumed or taken subject to), and the Managing Member or the Officers are hereby authorized and empowered, on behalf of the Company or any Series, to enter into one or more indemnity agreements consistent with the provisions of this Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

(b) The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, including Section 5.7, are agreed by each Member to modify such duties and liabilities of the Indemnified Person to the maximum extent permitted by law.

(c) Any indemnification under this Section (unless ordered by a court) shall be made by each applicable Series. To the extent, however, that an Indemnified Person has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such Indemnified Person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such Indemnified Person in connection therewith.

(d) Any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under paragraph (a). The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standards of conduct set forth in paragraph (a). Neither a contrary determination in the specific case under paragraph (c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Indemnified Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this paragraph shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(e) To the fullest extent permitted by law, expenses (including attorneys' fees) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may, at the option of the Managing Member, be paid by each applicable Series in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by each such Series as authorized in this Section.

(f) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement, or any other agreement (including without limitation any Series Designation), vote of Members or otherwise, and shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is indemnified, it being the policy of the Company that indemnification of the persons specified in paragraph (a) shall be made to the fullest extent permitted by law. The provisions of this Section shall not be deemed to preclude the indemnification of any person who is not specified in paragraph (a) but whom the Company or an applicable Series has the power or obligation to indemnify under the provisions of the Delaware Act.

(g) The Company and any Series may, but shall not be obligated to, purchase and maintain insurance on behalf of any Person entitled to indemnification under this Section against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Persons status as such, whether or not the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Section.

(h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall, unless otherwise provided when authorized or ratified, inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification under this Section.

(i) The Company and any Series may, to the extent authorized from time to time by the Managing Member, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company or such Series.

(j) If this Section or any portion of this Section shall be invalidated on any ground by a court of competent jurisdiction each applicable Series shall nevertheless indemnify each Indemnified Person as to expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.

(k) Each of the Indemnified Persons may, in the performance of his, her or its duties, consult with legal counsel, accountants, and other experts, and any act or omission by such Person on behalf of the Company or any Series in furtherance of the interests of the Company or such Series in good faith in reliance upon, and in accordance with, the advice of such legal counsel, accountants or other experts will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions; provided that such legal counsel, accountants, or other experts were selected with reasonable care by or on behalf of such Indemnified Person.

(l) An Indemnified Person shall not be denied indemnification in whole or in part under this Section because the Indemnified Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(m) Any liabilities which an Indemnified Person incurs as a result of acting on behalf of the Company or any Series (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Section, to the maximum extent permitted by law.

(n) The Managing Member shall, in the performance of its duties, be fully protected in relying in good faith upon the records of the Company and any Series and on such information, opinions, reports or statements presented to the Company by any of the Officers or employees of the Company or associated with any Series, or by any other Person as to matters the Managing Member reasonably believes are within such other Persons professional or expert competence (including, without limitation, the Advisory Board).

(o) Any amendment, modification or repeal of this Section or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of or other rights of any indemnitee under this Section as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted and provided such Person became an indemnitee hereunder prior to such amendment, modification or repeal.

Section 5.6 Duties of Officers.

(a) Except as set forth in Sections 5.5 and 5.7, as otherwise expressly provided in this Agreement or required by the Delaware Act, (i) the duties and obligations owed to the Company by the Officers shall be the same as the duties and obligations owed to a corporation organized under DGCL by its officers, and (ii) the duties and obligations owed to the Members by the Officers shall be the same as the duties and obligations owed to the stockholders of a corporation under the DGCL by its officers.

(b) The Managing Member shall have the right to exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it thereunder either directly or by or through the duly authorized Officers of the Company or associated with a Series, and the Managing Member shall not be responsible for the misconduct or negligence on the part of any such Officer duly appointed or duly authorized by the Managing Member in good faith.

Section 5.7 Standards of Conduct and Modification of Duties of the Managing Member. Notwithstanding anything to the contrary herein or under any applicable law, including, without limitation, Section 18 1101(c) of the Delaware Act, the Managing Member, in exercising its rights hereunder in its capacity as the managing member of the Company, shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company, any Series or any Economic Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Delaware Act or under any other applicable law or in equity. The Managing Member shall not have any duty (including any fiduciary duty) to the Company, any Series, the Economic Members or any other Person, including any fiduciary duty associated with self-dealing or corporate opportunities, all of which are hereby expressly waived. This Section shall not in any way reduce or otherwise limit the specific obligations of the Managing Member expressly provided in this Agreement or in any other agreement with the Company or any Series.

Section 5.8 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Managing Member and any Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any contracts on behalf of the Company or such Series, and such Person shall be entitled to deal with the Managing Member or any Officer as if it were the Company's or such Series sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Managing Member or any Officer in connection with any such dealing. In no event shall any Person dealing with the Managing Member or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Managing Member or any Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Managing Member or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company or the applicable Series.

Section 5.9 Certain Conflicts of Interest. The resolution of any Conflict of Interest approved by the Advisory Board shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise.

Section 5.10 Appointment of the Asset Manager. The Managing Member exercises ultimate authority over the Series Assets. Pursuant to Section 5.3, the Managing Member has the right to delegate responsibilities under this Agreement in respect of the management of the Series Assets. The Managing Member, on behalf of each Series, may enter into an Asset Management Agreement pursuant to which the Asset Manager is formally appointed to manage the applicable Series Assets and to exercise such powers, rights and discretions as are delegated to the Asset Manager pursuant to the applicable Asset Management Agreement, subject to the limitations, approval rights and oversight of the Managing Member set forth therein. The consideration payable to the Asset Manager for managing the Series Assets will be the Management Fee.

ARTICLE VI - FEES AND EXPENSES

Section 6.1 Cost to acquire the Series Asset; Offering Expenses; Acquisition Expenses; Sourcing Fee. The following fees, costs and expenses in connection with any Initial Offering and the sourcing and acquisition of a Series Asset shall be borne by the relevant Series (except in the case of an unsuccessful Offering in which case all Abort Costs shall be borne by the Managing Member, and except to the extent assumed by the Managing Member in writing):

(a) Cost to acquire the Series Asset;

(b) Offering Expenses;

(c) Acquisition Expenses; and

(d) Sourcing Fee.

Section 6.2 Operating Expenses; Dissolution Fees. Each Series shall be responsible for its Operating Expenses, all costs and expenses incidental to the termination and winding up of such Series and its share of the costs and expenses incidental to the termination and winding up of the Company as allocated to it in accordance with Section 6.4.

Section 6.3 Excess Operating Expenses; Further Issuance of Interests; Operating Expenses Reimbursement Obligation(s).

(a) If there are not sufficient cash reserves of, or revenues generated by, a Series to meet its Operating Expenses, the Managing Member may:

(i) issue additional Interests in such Series in accordance with Section 3.4. Economic Members shall be notified in writing at least 10 Business Days in advance of any proposal by the Managing Member to issue additional Interests pursuant to this Section; and/or

(ii) pay such excess Operating Expenses and not seek reimbursement; and/or

(iii) enter into an agreement pursuant to which the Managing Member loans to the Company an amount equal to the remaining excess Operating Expenses (the Operating Expenses Reimbursement Obligation(s)). The Managing Member, in its sole discretion, may impose a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Code)) on any Operating Expenses Reimbursement Obligation. The Operating Expenses Reimbursement Obligation(s) shall become repayable when cash becomes available for such purpose in accordance with ARTICLE VII.

Section 6.4 Allocation of Expenses. Any Offering Expenses, Acquisition Expenses, Sourcing Fee and Operating Expenses shall be allocated by the Managing Member in accordance with the Allocation Policy.

Section 6.5 Overhead of the Managing Member. The Managing Member shall pay and the Economic Members shall not bear the cost of: (i) all of the ordinary overhead and administrative expenses of the Managing Member including, without limitation, all costs and expenses on account of rent, utilities, insurance, office supplies, office equipment, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, travel, entertainment, salaries and bonuses, but excluding any Operating Expenses, (ii) any Abort Costs, and (iii) such other amounts in respect of any Series as it shall agree in writing or as is explicitly set forth in any Offering Document. For the avoidance of doubt, the Management Fee payable to the Asset Manager shall be as provided in Section 7.1 and the applicable Asset Management Agreement.

ARTICLE VII - DISTRIBUTIONS

Section 7.1 Application of Cash. Subject to Section 7.3, ARTICLE XI and any Interest Designation, any Free Cash Flows of each Series after (i) repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations including any accrued interest as there may be and (ii) the creation of such reserves as the Managing Member deems necessary, in its sole discretion, to meet future Operating Expenses, shall be applied and distributed, 85% by way of distribution to the Members of such Series (pro rata to their Interests and which, for the avoidance of doubt, may include the Managing Member or its Affiliates), and up to 15% to the Asset Manager in payment of the Management Fee, except to the extent waived by the Asset Manager, in its sole discretion.

Section 7.2 Application of Amounts upon an Exit or the Liquidation of a Series. For purposes of this Section, an Exit means a bona fide sale or other disposition of all or substantially all of the applicable Series Asset or Series Assets, whether effected directly or indirectly, including through a sale of all or substantially all of the equity interests of an entity whose primary asset or assets constitute the applicable Series Asset or Series Assets. An Exit does not include a financing or refinancing, recapitalization, ordinary-course distribution, transfer or resale of Interests, secondary-market transaction, Regulation A offering, or other capital-raising transaction. Upon an Exit, amounts received by the applicable Series in respect of such Exit, after payment or provision for all fees, costs, debts, liabilities, reserves and other amounts attributable to such Exit or the applicable Series, shall be applied first to Members that have made Capital Contributions with respect to the applicable Series, pro rata in proportion to each such Member's respective unreturned Capital Contributions, until each such Member has received an amount equal to such Member's unreturned Capital Contributions. For this purpose, unreturned Capital Contributions means the aggregate Capital Contributions actually made by the applicable Member with respect to such Series, reduced by prior distributions expressly treated by the Managing Member as a return of capital. Interests issued without a Capital Contribution shall not participate in this return-of-capital tier. The amount, if any, remaining after such return of unreturned Capital Contributions shall constitute Net Exit Profits. Thirty percent (30%) of the Net Exit Profits shall be distributed to the Managing Member as carried interest (the Exit Carry), and the remaining seventy percent (70%) of the Net Exit Profits shall be distributed pro rata to the holders of Interests entitled to participate in such distributions pursuant to this Agreement and the applicable Series Designation. If a Series is liquidated other than in connection with an Exit, then, subject to Section 7.3, ARTICLE XI and any Interest Designation, any amounts available for distribution following the liquidation of such Series, net of any fees, costs and liabilities (as determined by the Managing Member in its sole discretion), shall be applied and distributed 100% to the Members pro rata to their Interests (and which, for the avoidance of doubt, may include the Managing Member and its Affiliates).

Section 7.3 Timing of Distributions.

(a) Subject to the applicable provisions of the Delaware Act and except as otherwise provided herein, the Managing Member shall pay distributions to the Members associated with such Series pursuant to Section 7.1, at such times as the Managing Member shall reasonably determine, and pursuant to Section 7.2, as soon as reasonably practicable after the relevant amounts have been received by the Series; provided that, the Managing Member shall not be obliged to make any distribution pursuant to this Section (i) unless there are sufficient amounts available for such distribution or (ii) which, in the reasonable opinion of the Managing Member, would or might leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies including to meet any Operating Expenses and outstanding Operating Expenses Reimbursement Obligations (and the Managing Member is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company or such Series having unreasonably small capital for the Company or such Series to continue its business as a going concern. Except for distributions made pursuant to Section 7.2, and subject to the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Interests of the applicable Series), distributions shall be paid to the holders of the Interests of a Series on an equal per Interest basis as of the Record Date selected by the Managing Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in any Series if such distribution would violate the Delaware Act or other applicable law.

(b) Section 7.2 and Section 7.3(a), in the event of the termination and liquidation of a Series, all distributions shall be made in accordance with, and subject to the terms and conditions of, ARTICLE XI.

(c) Each distribution in respect of any Interests of a Series shall be paid by the Company, directly or through any other Person or agent, only to the Record Holder of such Interests as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Company's and such Series liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Section 7.4 Distributions in kind. Distributions in kind of the entire or part of a Series Asset to Members are prohibited.

ARTICLE VIII - BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting.

(a) The Managing Member shall keep or cause to be kept at the principal office of the Company or such other place as determined by the Managing Member appropriate books and records with respect to the business of the Company and each Series, including all books and records necessary to provide to the Economic Members any information required to be provided pursuant to this Agreement or applicable law. Any books and records maintained by or on behalf of the Company or any Series in the regular course of its business, including the record of the Members, books of account and records of Company or Series proceedings, may be kept in such electronic form as may be determined by the Managing Member; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for tax and financial reporting purposes, on an accrual basis in accordance with U.S. GAAP, unless otherwise required by applicable law or other regulatory disclosure requirement.

(b) Each Member shall have the right, upon reasonable demand for any purpose reasonably related to the Members Interest as a member of the Company (as reasonably determined by the Managing Member) to such information pertaining to the Company as a whole and to each Series in which such Member has an Interest, as provided in Section 18-305 of the Delaware Act; provided, that prior to such Member having the ability to access such information, the Managing Member shall be permitted to require such Member to enter into a confidentiality agreement in form and substance reasonably acceptable to the Managing Member. For the avoidance of doubt, except as may be required pursuant to Article X, a Member shall only have access to the information (including any Series Designation) referenced with respect to any Series in which such Member has an Interest and not to any Series in which such Member does not have an Interest.

(c) Except as otherwise set forth in the applicable Series Designation, within 120 calendar days after the end of the fiscal year and 90 calendar days after the end of the semi-annual reporting date, the Managing Member shall use its commercially reasonable efforts to circulate to each Economic Member electronically by e-mail or made available via an online platform:

(i) a financial statement of such Series prepared in accordance with U.S. GAAP, which includes a balance sheet, profit and loss statement and a cash flow statement; and

(ii) confirmation of the number of Interests in each Series Outstanding as of the end of the most recent fiscal year;

provided, that notwithstanding the foregoing, if the Company or any Series is required to disclose financial information pursuant to the Securities Act or the Exchange Act (including without limitations periodic reports under the Exchange Act or under Rule 257 under Regulation A of the Securities Act), then compliance with such provisions shall be deemed compliance with this Section 8.1(c) and no further or earlier financial reports shall be required to be provided to the Economic Members of the applicable Series with such reporting requirement.

Section 8.2 Fiscal Year. Unless otherwise provided in a Series Designation, the fiscal year for tax and financial reporting purposes of each Series shall be a calendar year ending December 31 unless otherwise required by the Code. The fiscal year for financial reporting purposes of the Company shall be a calendar year ending December 31.

ARTICLE IX - TAX MATTERS

The Company intends to be taxed as a partnership or a disregarded entity for federal income tax purposes, unless otherwise determined by the Managing Member. Each Series may make such federal, state and local tax elections as the Managing Member determines to be necessary or appropriate, including an election to be treated as an association taxable as a corporation under Subchapter C of the Code and, if applicable, an election to be taxed as a real estate investment trust under the Code.

ARTICLE X - REMOVAL OF THE MANAGING MEMBER

Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member of a Series and the Asset Manager of a Series shall be the same Person or controlled Affiliates, then the Managing Members appointment as Asset Manager of such Series shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series, any replacement Managing Member shall acquire the Interests held by the departing Managing Member in such Series for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement. For the avoidance of doubt, if the Managing Member is removed as Managing Member of the Company it shall also cease to be Managing Member of each of the Series.

ARTICLE XI - DISSOLUTION, TERMINATION AND LIQUIDATION

Section 11.1 Dissolution and Termination.

(a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon:

(i) an election to dissolve the Company by the Managing Member;

(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolescence of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member;

(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act;

(iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or

(v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X.

(b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon:

(i) the dissolution of the Company pursuant to Section 11.1(a);

(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolescence of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members;

(iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series;

(iv) an election to terminate the Series by the Managing Member; or

(v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act.

(c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Section 11.2 Liquidator. Upon dissolution of the Company or termination of any Series, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator.

In the case of a dissolution of the Company, (i) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (ii) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member and may be removed at any time by the Managing Member; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this ARTICLE XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Managing Member shall act as Liquidator.

Section 11.3 Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the assets of such Series, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18 215 and 18 804 of the Delaware Act, the terms of any Series Designation and the following:

(a) Subject to Section 11.3(c), the assets may be disposed of by public or private sale on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members associated with such Series.

(b) Liabilities of each Series include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 11.2) as well as any outstanding Operating Expenses Reimbursement Obligations and any other amounts owed to Members associated with such Series otherwise than in respect of their distribution rights under ARTICLE VII. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of Free Cash Flows or other assets to provide for its payment. When paid, any unused portion of the reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.

(c) Subject to Section 7.2 and the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Interests of the applicable Series), all property and all Free Cash Flows in excess of that required to discharge liabilities as provided in Section 11.3(b) shall be distributed in accordance with ARTICLE VII.

Section 11.4 Cancellation of Certificate of Formation. In the case of a dissolution of the Company, upon the completion of the distribution of all Free Cash Flows and property in connection the termination of all Series (other than the reservation of amounts for payments in respect of the satisfaction of liabilities of the Company or any Series), the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company shall be taken by the Liquidator or the Managing Member, as applicable.

Section 11.5 Return of Contributions. None of any Member, the Managing Member or any Officer of the Company or associated with any Series or any of their respective Affiliates, officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company or any Series to enable it to effectuate, the return of the Capital Contributions of the Economic Members associated with a Series, or any portion thereof, it being expressly understood that any such return shall be made solely from Series Assets.

Section 11.6 Waiver of Partition. To the maximum extent permitted by law, each Member hereby waives any right to partition of the Company or Series Assets.

ARTICLE XII - AMENDMENT OF AGREEMENT OR SERIES DESIGNATION

Section 12.1 General. Except as provided in Section 12.2, the Managing Member may amend any of the terms of this Agreement or any Series Designation as it determines in its sole discretion and without the consent of any of the Economic Members. Without limiting the foregoing, the Managing Member, without the approval of any Economic Member, may amend any provision of this Agreement or any Series Designation, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a) a change that the Managing Member determines to be necessary or appropriate in connection with any action taken or to be taken by the Managing Member pursuant to the authority granted in ARTICLE V hereof;

(b) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;

(c) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement, any Series Designation;

(d) a change that the Managing Member determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that each Series will continue to be taxed as an entity for U.S. federal income tax purposes;

(e) a change that the Managing Member determines to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act);

(f) a change that the Managing Member determines to be necessary, desirable or appropriate to facilitate the trading of the Interests (including, without limitation, the division of any class or classes or series of Outstanding Interests into different classes or Series to facilitate uniformity of tax consequences within such classes or Series) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange or over-the-counter market on which Interests are or will be listed for trading, compliance with any of which the Managing Member deems to be in the best interests of the Company and the Members;

(g) a change that is required to effect the intent expressed in any Offering Document or the intent of the provisions of this Agreement or any Series Designation or is otherwise contemplated by this Agreement or any Series Designation;

(h) a change in the fiscal year or taxable year of the Company or any Series and any other changes that the Managing Member determines to be necessary or appropriate;

(i) an amendment that the Managing Member determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company, the Managing Member, any Officers or any trustees or agents of the Company from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act, or plan asset regulations adopted under ERISA, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(j) an amendment that the Managing Member determines to be necessary or appropriate in connection with the establishment or creation of additional Series pursuant to Section 3.3 or the authorization, establishment, creation or issuance of any class or series of Interests of any Series pursuant to Section 3.4 and the admission of Additional Economic Members;

(k) any other amendment other than an amendment expressly requiring consent of the Economic Members as set forth in Section 12.2; and

(l) any other amendments substantially similar to the foregoing.

Section 12.2 Certain Amendment Requirements. Notwithstanding the provisions of Section 12.1, no amendment to this Agreement shall be made without the consent of the Economic Members holding of a majority of the Outstanding Interests, that:

(a) decreases the percentage of Outstanding Interests required to take any action hereunder;

(b) materially adversely affects the rights of any of the Economic Members (including adversely affecting the holders of any particular Series of Interests as compared to holders of other series of Interests);

(c) modifies Section 11.1(a) or gives any Person the right to dissolve the Company; or

(d) modifies the term of the Company.

Section 12.3 Amendment Approval Process. If the Managing Member desires to amend any provision of this Agreement or any Series Designation, other than as permitted by Section 12.1, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and then call a meeting of the Members entitled to vote in respect thereof for the consideration of such amendment. Amendments to this Agreement or any Series Designation may be proposed only by or with the consent of the Managing Member. Such meeting shall be called and held upon notice in accordance with ARTICLE XIII of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Managing Member shall deem advisable. At the meeting, a vote of Members entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by the affirmative vote of the holders of not less than a majority of the Interests of all Series then Outstanding, voting together as a single class, unless a greater percentage is required under this Agreement or by Delaware law. The Company shall deliver to each Member prompt notice of the adoption of every amendment made to this Agreement or any Series Designation pursuant to this ARTICLE XII.

ARTICLE XIII - MEMBER MEETINGS

Section 13.1 Meetings. The Company shall not be required to hold an annual meeting of the Members. The Managing Member may, whenever it thinks fit, convene meetings of the Company or any Series. The non-receipt by any Member of a notice convening a meeting shall not invalidate the proceedings at that meeting.

Section 13.2 Quorum. No business shall be transacted at any meeting unless a quorum of Members is present at the time when the meeting proceeds to business; in respect of meetings of the Company, Members holding 50% of Interests, and in respect of meetings of any Series, Members holding 50% of Interests in such Series, present in person or by proxy shall be a quorum. In the event a meeting is not quorate, the Managing Member may adjourn or cancel the meeting, as it determines in its sole discretion.

Section 13.3 Chairman. Any designee of the Managing Member shall preside as chairman of any meeting of the Company or any Series.

Section 13.4 Voting Rights. Subject to the provisions of any class or series of Interests of any Series then Outstanding, the Members shall be entitled to vote only on those matters provided for under the terms of this Agreement.

Section 13.5 Extraordinary Actions. Except as specifically provided in this Agreement, notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of Interests entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 13.6 Managing Member Approval. Other than as provided for in ARTICLE X, the submission of any action of the Company or a Series to Members for their consideration shall first be approved by the Managing Member.

Section 13.7 Action By Members without a Meeting. Any Series Designation may provide that any action required or permitted to be taken by the holders of the Interests to which such Series Designation relates may be taken without a meeting by the written consent of such holders or Members entitled to cast a sufficient number of votes to approve the matter as required by statute or this Agreement, as the case may be.

Section 13.8 Managing Member. Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

ARTICLE XIV - CONFIDENTIALITY

Section 14.1 Confidentiality Obligations. All information contained in the accounts and reports prepared in accordance with ARTICLE VIII and any other information disclosed to an Economic Member under or in connection with this Agreement is confidential and non-public and each Economic Member undertakes to treat that information as confidential information and to hold that information in confidence. No Economic Member shall, and each Economic Member shall ensure that every person connected with or associated with that Economic Member shall not, disclose to any person or use to the detriment of the Company, any Series, any Economic Member or any Series Assets any confidential information which may have come to its knowledge concerning the affairs of the Company, any Series, any Economic Member, any Series Assets or any potential Series Assets, and each Economic Member shall use any such confidential information exclusively for the purposes of monitoring and evaluating its investment in the Company. This Section 14.1 is subject to Section 14.2 and Section 14.3.

Section 14.2 Exempted information. The obligations set out in Section 14.1 shall not apply to any information which:

(a) is public knowledge and readily publicly accessible as of the date of such disclosure;

(b) becomes public knowledge and readily publicly accessible, other than as a result of a breach of this ARTICLE XIV; or

(c) has been publicly filed with the U.S. Securities and Exchange Commission.

Section 14.3 Permitted Disclosures. The restrictions on disclosing confidential information set out in Section 14.1 shall not apply to the disclosure of confidential information by an Economic Member:

(a) to any person, with the prior written consent of the Managing Member (which may be given or withheld in the Managing Members sole discretion);

(b) if required by law, rule or regulation applicable to the Economic Member (including without limitation disclosure of the tax treatment or consequences thereof), or by any Governmental Entity having jurisdiction over the Economic Member, or if requested by any Governmental Entity having jurisdiction over the Economic Member, but in each case only if the Economic Member (unless restricted by any relevant law or Governmental Entity): (i) provides the Managing Member with reasonable advance notice of any such required disclosure; (ii) consults with the Managing Member prior to making any disclosure, including in respect of the reasons for and content of the required disclosure; and (iii) takes all reasonable steps permitted by law that are requested by the Managing Member to prevent the disclosure of confidential information (including (a) using reasonable endeavors to oppose and prevent the requested disclosure and (b) returning to the Managing Member any confidential information held by the Economic Member or any person to whom the Economic Member has disclosed that confidential information in accordance with this Section); or

(c) to its trustees, officers, directors, employees, legal advisers, accountants, investment managers, investment advisers and other professional consultants who would customarily have access to such information in the normal course of performing their duties, but subject to the condition that each such person is bound either by professional duties of confidentiality or by an obligation of confidentiality in respect of the use and dissemination of the information no less onerous than this ARTICLE XIV.

ARTICLE XV - GENERAL PROVISIONS

Section 15.1 Addresses and Notices.

(a) Any notice to be served in connection with this Agreement shall be served in writing (which, for the avoidance of doubt, shall include e-mail) and any notice or other correspondence under or in connection with this Agreement shall be delivered to the relevant party at the address given in this Agreement (or, in the case of an Economic Member, in its Form of Adherence) or to such other address as may be notified in writing for the purposes of this Agreement to the party serving the document and that appears in the books and records of the relevant Series. The Company intends to make transmissions by electronic means to ensure prompt receipt and may also publish notices or reports on a secure electronic application to which all Members have access, and any such publication shall constitute a valid method of serving notices under this Agreement.

(b) Any notice or correspondence shall be deemed to have been served as follows:

(i) in the case of hand delivery, on the date of delivery if delivered before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following delivery;

(ii) in the case of service by U.S. registered mail, on the third Business Day after the day on which it was posted;

(iii) in the case of email (subject to oral or electronic confirmation of receipt of the email in its entirety), on the date of transmission if transmitted before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following transmission; and

(iv) in the case of notices published on an electronic application, on the date of publication if published before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following publication.

(c) In proving service (other than service by e-mail), it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by registered mail to the place to which it was so addressed.

(d) Any notice to the Company (including any Series) shall be deemed given if received by any member of the Managing Member at the principal office of the Company designated pursuant to Section 2.3. The Managing Member and the Officers may rely and shall be protected in relying on any notice or other document from an Economic Member or other Person if believed by it to be genuine.

Section 15.2 Further Action. The parties to this Agreement shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.4 Integration. This Agreement, together with the applicable Form of Adherence and Asset Management Agreement and any applicable Series Designation, constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 15.5 Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company or any Series.

Section 15.6 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 15.7 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto (which signature may be provided electronically) or, in the case of a Person acquiring an Interest, upon acceptance of its Form of Adherence.

Section 15.8 Applicable Law and Jurisdiction.

(a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act.

(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby shall be brought in any state or federal court of competent jurisdiction located within the State of California and each Member hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the State of California. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 11.1 will be deemed effective service of process on such party.

(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS PROVISION, EACH PARTY WILL NOT BE DEEMED TO HAVE WAIVED THE COMPANY'S COMPLIANCE WITH U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

Section 15.9 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.10 Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

MANAGING MEMBER

ARK7 INC.

By: /s/ Yizhen Zhao

Yizhen Zhao

CEO

COMPANY

Ark7 AIDC I, LLC

By: Ark7 Inc., its Managing Member

By: /s/ Yizhen Zhao

Yizhen Zhao

CEO

EXHIBIT A: FORM OF SERIES DESIGNATION

SERIES [#SERIES] DESIGNATION

In accordance with the Limited Liability Company Agreement (the "Operating Agreement") of Ark7 AIDC I, LLC (the "Company"), as amended from time to time (the "Agreement"), and upon the execution of this Series Designation by the Company and Ark7 Inc. in its capacity as Managing Member of the Company and Initial Member of the series identified below (the "Series"), this Series Designation 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 of the Series.

EXHIBIT B: FORM OF SUBSCRIPTION AGREEMENT

EXHIBIT C: FORM OF ASSET MANAGEMENT AGREEMENT

ASSET MANAGEMENT AGREEMENT

BETWEEN

ARK7 INC.

AND

A SERIES OF ARK7 AIDC I, LLC

This ASSET MANAGEMENT AGREEMENT (this "Agreement") is entered into as of the date of execution hereof between Ark7 Inc., a corporation organized under the laws of the State of Delaware (the "Asset Manager"), and Ark7 AIDC I, LLC - Series [#SERIES] (the "Series").

WHEREAS, the Series seeks to invest in the Series Asset (as defined in the Appendix) in accordance with the terms and conditions of the Limited Liability Company Agreement of Ark7 AIDC I, LLC, as amended, modified, supplemented or restated from time to time (the "Operating Agreement"), together with the applicable Series Designation;

WHEREAS, pursuant to the Operating Agreement, the Managing Member of the Series shall be responsible for the acquisition, management and disposition of the Series Asset as well as the business of the Series;

WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the Series Asset;

WHEREAS, the Asset Manager wishes to accept such appointment; and

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:

1. Appointment of Asset Manager; Acceptance of Appointment. The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series Asset. The Asset Manager hereby accepts such appointment.

2. Authority of the Asset Manager.

(a) Except as set forth in Section 2(d) below and any guidance as may be established from time to time by the Managing Member of the Series, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series Asset and to take any action that it deems necessary or desirable in connection therewith.

(b) The Asset Manager shall devote such time and attention to its duties under this Agreement as it reasonably determines necessary or appropriate in light of the nature and requirements of the Series Asset.

(c) The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.

(d) Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:

(i) incur any expenditure or enter into any contract outside the ordinary course of business or not contemplated by an approved budget in an amount equal to or greater than 1% of the value of the Series Asset as of such date, individually, or 3% of the value of the Series Asset as of such date, in the aggregate during any fiscal year, without the prior consent of the Managing Member of the Series; provided, however, that the Asset Manager may incur expenditures reasonably necessary to respond to an emergency or to protect the Series Asset from material damage or loss, provided that the Asset Manager promptly notifies the Managing Member of the Series;

or

(ii) sell, transfer, encumber or convey the Series Asset, provided, however, that the Asset Manager may deliver to the Managing Member of the Company any offers received by the Asset Manager to purchase the Series Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.

3. Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series Asset and to consult with the Managing Member of the Series regarding asset management decisions with respect to the Series Asset prior to execution. The Managing Member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the Managing Member of the Series may reasonably request regarding the Series Asset and the Asset Manager's performance hereunder or compliance with the terms hereof.

4. Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.

5. Limitation of Liability; Indemnification with respect to the Series Asset.

(a) None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, "Managing Parties") shall be liable to the applicable Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party's rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, with respect to the Series Asset, (ii) any tax liability imposed on the Series or the Series Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

(b) To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) and amounts paid in settlement (collectively, "Losses") to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party's fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.

(c) The Asset Manager gives no warranty as to the performance or profitability of the Series Asset or as to the performance of any third party engaged by the Asset Manager hereunder.

(d) The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

6. Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with Section 2(c) without the need for the consent of the Series, provided that the Asset Manager's liability to the Series for all matters so delegated shall not be affected by such delegation.

7. Compensation and Expenses.

(a) As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the "Asset Management Fee") to the Asset Manager in respect of each fiscal year, equal to 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

(b) Except as set forth in Section 5, the Series will bear all expenses of the Series Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion ("Operating Expenses Reimbursement Obligation").

(c) Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.

8. Services to Other Clients; Certain Affiliated Activities.

(a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.

(b) The Asset Manager's services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager's advice to another client and nor will the Asset Manager's fees be abated as a result.

9. Duration and Termination. Unless terminated as set forth below, this Agreement shall continue in full force and effect until one year after the date on which the Series Asset has been liquidated and the obligations connected to such Series Asset (including, without limitation, contingent obligations) have terminated or, if earlier, the removal of Ark7 Inc. as Managing Member of the Series. Either party may terminate this Agreement immediately upon a material breach of the Agreement by the other party, without penalty or other additional payment, except that the Series shall pay the Asset Management Fee of the Asset Manager referred to in section 7, pro-rated to the date of termination, together with all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 9, 11, 14 and 16 hereof shall survive the termination of this Agreement.

10. Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager's obligations and responsibilities to the Series under this Agreement, solely with respect to the Series Asset.

11. Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:

If to the Series:

c/o Ark7 Inc.

1 Ferry Building, Ste 201

San Francisco, CA 94111

Attention: President

Email: support@ark7.com

If to the Asset Manager:

Ark7 Inc.

1 Ferry Building, Ste 201

San Francisco, CA 94111

Attention: President

Email: support@ark7.com

12. Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.

13. Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.

14. Confidentiality. All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series Asset and except for disclosure to counsel, accountants and other advisors.

15. Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.

16. Governing Law; Jurisdiction.

(a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware.

(b) The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.

17. Counterparts. This Agreement may be executed in one or more counterparts with the same force and effect as if each of the signatories had executed the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective as of the date of execution hereof.

ASSET MANAGER

ARK7 INC.

By: /s/Yizhen Zhao

Name: Yizhen Zhao

Title: CEO

THE SERIES

By: ARK7 INC., as managing member

By: /s/Yizhen Zhao

Name: Yizhen Zhao

Title: CEO

APPENDIX

THE SERIES ASSET

Series Asset: The assets, interests and rights described in the applicable Offering Document and related transaction documents for the Series.

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:00 PM 10/06/2026

FILED 02:00 PM 10/06/2026

SR 20264613703 - File Number 10795105

STATE OF DELAWARE

CERTIFICATE OF REGISTERED SERIES

OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a registered series of a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

First: The name of the limited liability company is Ark7 AIDC I, LLC.

Second: The name of the registered series is ARK7 AIDC I, LLC - SERIES #VNATI.

By: /s/ Ling Yang

Authorized Person

Name: LING YANG

Print or Type

SERIES #VNATI DESIGNATION

In accordance with the Limited Liability Company Agreement (the "Operating Agreement") of Ark7 AIDC I, LLC (the "Company"), as amended from time to time (the "Agreement"), and upon the execution of this Series Designation by the Company and Ark7 Inc. in its capacity as Managing Member of the Company and Initial Member of the series identified below (the "Series"), this Series Designation 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 of the Series.

/s/ Yizhen Zhao

Yizhen Zhao

11/3/2026

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY ARK7, INC. (THE "PLATFORM"). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT "ACCREDITED INVESTORS" (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE," "PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO: Ark7 AIDC I, LLC

1 Ferry Building, Ste 201

San Francisco, CA 94111

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned ("Subscriber") hereby irrevocably subscribes for and agrees to purchase membership interests (the "Securities"), of Ark7 AIDC I, LLC - Series #[SERIES], a registered series of a Delaware series limited liability company, (the "Company"), at a purchase price of [SHARE_PRICE] per membership interest (the "Per Security Price"), upon the terms and conditions set forth herein. The rights of the membership interest are as set forth in the Operating Agreement of Ark7 AIDC I, LLC and the respective series designation, filed as Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the "Offering Statement").

(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the "Offering Circular") filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company's acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.

(c) The Subscriber's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber's subscription is rejected, Subscriber's payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber's obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed [MAX_OFFERING] (the "Maximum Offering"). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the "Termination Date"). There is no minimum offering condition, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a "Closing Date").

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to the Company, by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods.

(b) No Escrow arrangements. The Company has not engaged an escrow agent to hold funds tendered by investors, and funds will be immediately available to the Company upon acceptance of this Subscription Agreement.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have "knowledge" of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have "knowledge" of a particular fact or other matter if one of the Company's current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a registered series of a Delaware series limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Operating Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. All limited liability company action on the part of the Company necessary for the authorization of this Subscription Agreement, the performance of all obligations of the Company hereunder at a Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto has been taken or will be taken prior to the applicable Closing Date. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company's powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Subscriber's representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding membership interests of the Company immediately prior to the initial investment in the Securities is as set forth "Securities Being Offered" in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements. Complete copies of the Company's audited financial statements consisting of the balance sheets of the Company and the related statements of income, stockholders' equity and cash flows for the period then ended (the "Financial Statements") have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in "Use of Proceeds to issuer" in the Offering Circular.

(h) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company's knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber.

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber's respective Closing Date(s):

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, the Operating Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber's part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber's representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the undersigned meets one or more of the criteria set forth in Appendix A attached hereto; or

(ii) The purchase price of the Securities (including any fee to be paid by the Subscriber), together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company's business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company's operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber's advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(g) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber's investment will bear a lower valuation.

(h) Domicile. Subscriber maintains Subscriber's domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(i) No Brokerage Fees. There are no claims for brokerage commission, finders' fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber's jurisdiction.

6. Governing Law; Jurisdiction.

This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF CALIFORNIA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND PROVIDED WITH THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE AND INCLUDING CLAIMS UNDER THE FEDERAL SECURITIES LAWS) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, THE SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY'S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

7. Notices.

Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

Ark7 AIDC I, LLC

1 Ferry Building, Ste 201

San Francisco, CA 94111

with a required copy to:

If to a Subscriber, to Subscriber's address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

ARK7 AIDC I, LLC SERIES #[SERIES]

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase membership interests of Ark7 AIDC I, LLC - Series #[SERIES], by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of membership interests the undersigned hereby irrevocably subscribes for is:

______________

(print number of Securities)

(b) The aggregate purchase price (based on a purchase price of [SHARE_PRICE] per Security) for the membership interests the undersigned hereby irrevocably subscribes for is:

______________

(print aggregate purchase price)

(c) The Securities being subscribed for will be owned by, and should be recorded on the Company's books as held in the name of:

___________________________________________

(print name of owner or joint owners)

* * * * *

This Subscription is accepted

on _______________________________

Ark7 AIDC I, LLC - Series #[SERIES]

By: _______________________________

Name:

Title:

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

(i) Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.

(11) Any natural person who is a "knowledgeable employee," as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any "family office," as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any "family client," as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

INVESTMENT AGREEMENT

This Investment Agreement (this "Agreement") is entered into as of the date of the last signature below (the "Effective Date") by Tianxing Wang ("Party A"), Ark7 Inc., a Delaware corporation ("Party B"), and VCI Energy Inc. ("VCI"), which joins with respect to the obligations expressly applicable to it.

Party A is pursuing the initial 10 MW data center development known as Project Soperton at 926 Commerce Drive, Soperton, Georgia, including the site, utility, development and infrastructure rights attributable to that initial 10 MW development (the "Project"). The Project does not include any subsequent phase, expansion, additional capacity, adjacent development or other future project, including any contemplated Phase II development. Party A shall form a separate limited liability company controlled by him to own and operate the Project (the "Project Company"). Party B intends to establish a new Delaware series limited liability company with a series dedicated to the Project (the "Ark7 Series"). VCI has pursued the site and utility arrangements for the Project. The signatories agree as follows:

1. Project entities and binding effect

1.1 Party A shall form and control a separate Project Company, and Party B shall form the Ark7 Series. Before the first investment closing, Party A shall own and control the Project Company, subject thereafter to the equity issued to the Ark7 Series under Section 2 and any other equity expressly permitted by this Agreement. The Project Company will own and operate the Phase I Project, and the Ark7 Series will subscribe for and hold the equity interest described below. Before the first closing, Party A and VCI shall cause the Phase I Project rights under their respective control to be contributed or assigned to the Project Company, subject to required third-party consents. Neither party may substitute a different project without the other party's written consent. A transfer to an affiliate is permitted only in accordance with Section 8.1.

1.2 This Agreement binds Party A, Party B and VCI upon signature. Party A and Party B shall cause their respective entities, promptly after formation and before the first investment closing, to assume the obligations applicable to them under this Agreement. Party A remains responsible for causing the Project Company to perform, and Party B remains responsible for causing the Ark7 Series to perform, except that neither Party B nor the Ark7 Series is obligated to raise or contribute any minimum capital. VCI is directly bound by its obligations under Sections 1.1, 1.4, 2.3, 6.2 and 8, and by the enforcement provisions of Section 7.2 as to those obligations. An assumption does not release any original signatory unless the other affected signatories agree in writing.

1.3 Before the first closing, Party A shall cause all members and managers of the Project Company to execute an operating agreement that gives the Ark7 Series the rights in Sections 2 through 7, as limited by the Phase I scope of this Agreement. No investment closing is required unless those documents, the Project Company capitalization table, an approved initial budget, necessary lender consents and the required bank resolutions are in place in form reasonably satisfactory to Party B.

1.4 VCI submitted the letter of intent for the Phase I Project site as proposed buyer, with the ability to designate an affiliate, and is the addressee of the related utility correspondence. VCI shall disclose to Party B all material Phase I Project site, utility and development agreements and correspondence in its possession or control. Without Party B's prior written consent, neither Party A nor VCI shall transfer to an unaffiliated third party, relinquish or materially amend any material Phase I Project right under its control, except for liens or security interests arising from financing permitted under Section 5.3. Before the first investment closing, Party A and VCI shall cause the Project Company to become the direct holder of the Phase I Project rights, to the extent transferable and subject to required third-party consents. VCI shall use commercially reasonable efforts to obtain any required consent. For any Phase I Project right that cannot be transferred, the signatories shall agree on an enforceable arrangement giving the Project Company its economic and operational benefit, in form reasonably satisfactory to Party B. No investment closing is required until Party B is reasonably satisfied with the Project Company's documented rights. VCI may place a Phase I Project right with a Party A-controlled affiliate only under Section 8.1 and only if the Project Company's rights and Party B's protections are preserved.

2. Investment and exclusivity

2.1 The Ark7 Series may invest up to $20,280,000 in cash equity in the Project Company. If it funds that full amount, it shall own 26% of the Project Company on a fully diluted basis immediately after that closing. After each partial closing, its fully diluted ownership percentage shall equal 26% multiplied by its cumulative cash equity contributions divided by $20,280,000. Fully diluted ownership includes interests issuable under all then-outstanding options, warrants, convertible instruments and similar rights. The Project Company shall issue the interests needed to give effect to this formula. Each funded closing shall be recorded in a confirmation signed by the Project Company and the Ark7 Series. No amount counts until cleared funds are received.

2.2 The investment is subject to Party B's satisfactory diligence, definitive entity and subscription documents, necessary third-party approvals, and Party B's determination that its proposed capital raising and investment may proceed under applicable law. Neither Party B nor the Ark7 Series guarantees completion of a financing or is obligated to fund a minimum amount.

2.3 For 12 months after the Effective Date (the "Exclusivity Period"), Party B has the exclusive opportunity to provide or source the external equity financing contemplated by Section 2.1. Without Party B's prior written consent, neither Party A nor VCI shall, and Party A shall cause the Project Company not to, directly or through another person solicit, negotiate, accept or issue equity capital from a third party for that financing, except as expressly provided below. Existing ownership and additional capital from Party A's own funds or those of his controlled affiliates are excluded if disclosed to Party B in advance and if they do not circumvent this Section. Debt financing, equipment financing, customer deposits or prepayments, and other non-equity financing permitted under Section 5.3 do not violate this exclusivity. If the Ark7 Series does not provide or source sufficient equity by a date reasonably required under the approved Project budget and Project schedule, Party A shall first use commercially reasonable efforts to address the applicable funding shortfall through available permitted non-equity financing sources. If those sources are insufficient and Party A reasonably determines, based on the then-current Project schedule, that the remaining funding shortfall would delay a material Project milestone by more than 30 days, Party A may, after written notice to Party B and a reasonable opportunity for the Ark7 Series to satisfy the applicable funding requirement, obtain equity capital from one or more third parties solely to the extent reasonably necessary to avoid or mitigate that delay. Any such financing shall be structured so that Party A and his affiliates alone bear any resulting dilution. It shall not reduce the Ark7 Series' then-current fully diluted ownership percentage, the percentage to which it is entitled under Section 2.1 upon each subsequent contribution, or its economic, voting or governance rights. Before or concurrently with any such financing, the Project Company shall issue, without additional consideration, any interests necessary to preserve those percentages and rights. Third-party equity issued under this exception may not have rights senior to the Ark7 Series' rights without Party B's prior written consent. The parties may extend the Exclusivity Period in writing.

2.4 Except for equity issued under the funding-shortfall exception in Section 2.3 in compliance with its non-dilution and other protections, the Project Company may not issue interests senior to, or dilutive of, the Ark7 Series' interest without its prior written consent. The Ark7 Series has the right, but not the obligation, to participate pro rata in any later equity issuance on the same terms; provided that this participation right shall not delay a financing permitted under Section 2.3 if the Ark7 Series' ownership and other rights are preserved as required there.

3. Accounts and reporting

3.1 The Project Company shall maintain Project funds in its own bank accounts and provide the Ark7 Series monthly bank statements and a transaction ledger within 15 days after month-end, together with reasonable supporting records on request. Party A shall cause these obligations to apply from the first closing.

3.2 Upon cumulative cash equity contributions of $5,000,000, the Ark7 Series shall have continuing read-only bank access, if available, and the right to review all Project account activity and supporting records.

3.3 Upon cumulative cash equity contributions of $20,000,000, the Ark7 Series shall have contractual approval rights over material or extraordinary uses of Project funds outside the ordinary course, including unbudgeted expenditures or transfers outside the approved budget that, individually or in the aggregate, would cause aggregate annual expenditures to exceed the total approved annual operating and capital budget by more than 15%, material related-party payments not already contemplated by the approved budget, distributions to members, and material changes to bank signatories or payment-control procedures. Notwithstanding the foregoing, once the annual operating and capital budget has been approved, Party A and the Project Company may make ordinary-course payments and transfers within the approved budget without separate approval from the Ark7 Series. Party A and the Project Company may also make time-sensitive payments reasonably necessary to avoid a construction delay, default, service interruption, safety issue or other material harm to the Project, with prompt notice to the Ark7 Series where applicable.

3.4 These thresholds measure cumulative equity actually funded and are not reduced by later distributions. The read-only and reporting rights in this Section continue while the Ark7 Series holds any Project Company equity. The enhanced approval rights in Section 3.3 shall cease if the Ark7 Series transfers or disposes of substantially all of its Project Company equity, unless otherwise agreed in writing. Party A shall cause the Project Company to deliver quarterly operating reports, annual financial statements and reasonable access to its books and Project records.

4. Management and distributions

4.1 The Project Company shall operate under an annual operating and capital budget approved by the Ark7 Series. Once the annual budget has been approved, Party A, as managing sponsor, shall be responsible for day-to-day management and execution of the Project, and ordinary-course expenditures within the approved budget shall not require separate Ark7 Series approval. A departure from the approved budget shall be deemed material only if it would cause aggregate annual expenditures to exceed the total approved annual operating and capital budget by more than 15%, in which case the Ark7 Series' prior written consent is required, except for necessary emergency expenditures promptly reported to it. Material transactions with Party A, a manager or an affiliate shall be commercially reasonable and generally consistent with arm's-length market terms. Any such fee, contract or arrangement specifically disclosed in and contemplated by the approved budget shall be deemed approved and payments made in accordance with it shall not require separate approval. Any new or materially amended material related-party arrangement outside the approved budget requires the Ark7 Series' prior written consent.

4.2 The Ark7 Series may request in writing the timing and aggregate amount of distributions of Distributable Cash. Subject to Section 4.3, the Project Company shall accommodate such request so long as the requested distribution does not materially impair the Project Company's ability to operate in accordance with the approved annual budget, satisfy then-due operating and contractual obligations, make required debt service and tax payments, maintain appropriate working capital and reasonable Project reserves, or comply with applicable lender requirements. If those conditions are satisfied, the Project Company shall make the requested distribution within 10 business days, or on a later date specified in the request, and shall not make a distribution earlier than a later date requested by the Ark7 Series without its written consent. The Ark7 Series shall receive no less than its then-current percentage ownership share of each distribution.

4.3 "Distributable Cash" means cash legally available after then-due obligations, debt service and taxes, amounts reasonably required to operate in accordance with the approved budget, appropriate working capital, and reasonable reserves for documented near-term Project needs. Neither Party A nor the Project Company may inflate reserves, accelerate affiliate payments or incur discretionary expenses for the purpose of improperly reducing Distributable Cash. Distributions remain subject to applicable law and lender restrictions arising from financing permitted under Section 5.3. No restriction on distributions may be imposed for the purpose of circumventing the Ark7 Series' rights under this Section.

5. Reserved matters and change of control

5.1 Without the Ark7 Series' prior written consent, the Project Company may not amend its operating agreement in a manner materially adverse to the Ark7 Series; issue or agree to issue additional equity except to the Ark7 Series under Section 2 or as expressly permitted under the funding-shortfall exception in Section 2.3 subject to its non-dilution and other protections; merge or dissolve; materially change the nature, scope or intended use of the Project in a manner materially adverse to the Ark7 Series; sell substantially all Project assets; encumber substantially all Project assets other than pursuant to financing permitted under Section 5.3; or enter into a transaction that materially impairs the Ark7 Series' rights. Party A shall cause these restrictions to appear in the operating agreement.

5.2 Except for an internal reorganization or affiliate transfer permitted under Section 8.1 that does not change Party A's ultimate control of the Project Company, no direct or indirect transfer of interests that changes control of the Project Company, and no change in the right to appoint its manager, may occur without the Ark7 Series' prior written consent. Control means the power to direct management or more than 50% of voting interests. Party A shall cause every initial member to agree to this restriction in the operating agreement.

5.3 Without the Ark7 Series' prior written consent, the Project Company may not incur or refinance material debt other than financing disclosed before the first closing or Permitted Financing; enter into or amend a material related-party transaction not already approved under Section 4.1; or increase reserves or capital expenditures outside the approved budget beyond the 15% materiality threshold set forth in Section 4.1. "Permitted Financing" means senior construction or project debt, equipment financing, bridge or working-capital debt, and other non-equity financing reasonably necessary to fund the Project in accordance with the approved budget and Project schedule. Customer deposits and prepayments are also permitted funding sources. The Project Company may grant customary liens and security interests securing Permitted Financing without separate Ark7 Series approval.

6. Right of first refusal

6.1 Before accepting a bona fide third-party offer to purchase the Project or substantially all Project assets, Party A shall cause the Project Company to give the Ark7 Series a copy of the offer and written notice of all material terms (a "Sale Notice"). The Ark7 Series has 90 calendar days after receipt of a complete Sale Notice to elect in writing to purchase on those terms, directly or through an affiliate. Upon a timely election, Party A shall cause the Project Company to complete that sale, subject to customary definitive documents and required third-party consents. For the avoidance of doubt, this right of first refusal applies only to the Phase I 10 MW Project as defined in this Agreement.

6.2 If the Ark7 Series does not elect, the Project Company may sell to the identified third party within 180 days after the election period on terms no more favorable to that buyer. A material change or failure to close in that period requires a new Sale Notice and election period. Neither Party A, VCI nor the Project Company may use an indirect transfer to evade this Section or Section 5.2.

7. Term and enforcement

7.1 If no investment closes by the end of the Exclusivity Period, either Party A or Party B may terminate this Agreement on written notice. Once any investment closes, this Agreement continues while the Ark7 Series holds any interest in the Project Company and may not be terminated under this Section. Termination does not affect accrued rights or obligations or any Project Company equity validly issued for cash contributions received before termination.

7.2 The parties acknowledge that a breach of the exclusivity, governance, distribution or sale provisions may cause harm not readily remedied by damages. The nonbreaching party may seek specific performance or injunctive relief, in addition to other available remedies, subject to applicable law.

8. General

8.1 This Agreement is the entire agreement on its subject matter. An amendment or waiver must be in writing and signed by Party A and Party B, and by VCI if it changes VCI's obligations. Party A may form a Project-specific holding company, and VCI may change its corporate name or transfer a Phase I Project right to a Party A-controlled affiliate, only if the transferee assumes in writing the obligations applicable to it, Party A retains ultimate control, the Project Company receives the rights required by Section 1, and Party B's rights are not impaired. Neither Party A nor VCI is released from its obligations by such a transfer. Except for the foregoing, neither Party A nor VCI may assign this Agreement or transfer a Phase I Project right without Party B's written consent. Party B may assign its rights to the Ark7 Series or another Ark7-controlled entity that assumes its obligations, subject to applicable law and lender consent.

8.2 Notices shall be sent to the email addresses in the signature blocks and are effective on confirmed transmission without an automated failure notice, if sent before 5:00 p.m. recipient local time on a business day, otherwise the next business day.

8.3 Delaware law governs this Agreement, without regard to conflict-of-laws rules. The state and federal courts in Delaware have exclusive jurisdiction over disputes under it. If a provision is unenforceable, the remainder remains effective to the extent the essential bargain can be preserved. Counterparts and electronic signatures are effective as originals.

8.4 For the avoidance of doubt, this Agreement and all rights granted under it relate solely to the Phase I 10 MW Project defined above. No exclusivity, governance, consent, information, distribution, financing, right of first refusal, assignment or other right granted to Party B or the Ark7 Series under this Agreement extends to any Phase II development, subsequent phase, expansion, additional capacity, adjacent development or other future project unless the parties separately agree in writing.

8.5 Each party shall keep confidential non-public information received from the other concerning the Project, the financing and the terms of this Agreement, except that such information may be disclosed to its affiliates, prospective financing sources or investors, customers, contractors, professional advisers and representatives who have a need to know and are subject to customary confidentiality obligations, or as required by applicable law. Neither party shall make a public announcement identifying the other party or disclosing the material economic terms of this transaction without the other party's prior written consent, except as required by law.

8.6 Each party shall bear its own legal, advisory, organizational and other transaction expenses unless otherwise agreed in writing. The Project Company shall bear only Project-level expenses that are included in an approved budget or otherwise approved in accordance with this Agreement.

SIGNATURES

PARTY A TIANXING WANG

Signature: /s/ Tianxing Wang Date: 9/28/2026

Email for notices: carl@vcicompanies.com

PARTY B ARK7 INC.

By: /s/ Yizhen Zhao Name and title: Yizhen Zhao

Date: 9/28/2026 Email for notices: yz@ark7.com

VCI ENERGY INC. JOINING AS PROVIDED ABOVE

By: /s/ Tianxing Wang Name and title: Tianxing Wang CEO

Date: 9/28/2026 Email for notices: carl@vcicompanies.com

FIRST AMENDMENT TO INVESTMENT AGREEMENT

This First Amendment to Investment Agreement (this "Amendment") is entered into as of November 2, 2026 (the "Amendment Effective Date") by and among Tianxing Wang ("Party A"), Ark7 Inc., a Delaware corporation ("Ark7"), Ark7 AIDC I, LLC - Series #VNATI (the "Ark7 Series"), VCI Energy Inc. ("VCI"), and, upon execution of the joinder attached as Exhibit A, Soperton Data Center I, LLC (the "Project Company").

RECITALS

A. Party A, Ark7 and VCI are parties to that certain Investment Agreement effective September 28, 2026 (the "Investment Agreement") relating to the initial approximately 10 MW Project Soperton development at 926 Commerce Drive, Soperton, Georgia (the "Project").

B. The parties have agreed on a revised Route A structure under which the Ark7 Series will maintain majority voting control of the Project Company through Class A voting rights, while economic participation will be based on recognized contributions and the Sponsor side will retain protective rights and responsibility for Sponsor-side funding.

C. Except as expressly amended hereby, the parties intend that the Investment Agreement remain in full force and effect.

NOW, THEREFORE, the parties agree as follows:

Section 1 Identification of Ark7 Series; Assignment and Assumption. For all purposes of the Investment Agreement, "Ark7 Series" means Ark7 AIDC I, LLC - Series #VNATI. Ark7 may assign to the Ark7 Series those rights and obligations under the Investment Agreement that relate specifically to the Project, and the Ark7 Series may assume such rights and obligations, without releasing Ark7 from obligations that by their nature remain applicable to Ark7 unless expressly agreed in writing.

Section 2 Project Company Formation and Governance; Amendment of Investment Agreement Sections 1.1 and 1.3. Section 1.1 of the Investment Agreement is amended to provide that Ark7 shall cause the Project Company to be formed as a Delaware limited liability company, obtain its EIN, select or approve its legal name, qualify it to do business in Georgia as required, and take the organizational actions reasonably necessary for it to own and operate the Phase I Project. Party A, VCI and the Sponsor Member shall reasonably cooperate with such formation, qualification and organizational actions. From formation, governance and control of the Project Company shall be governed by the Project Company operating agreement and this Amendment, including the Ark7 Series' majority Class A voting power and Manager appointment rights. The parties intend the Project Company to be organized as the project joint venture from inception and not as a pre-existing entity controlled by Party A into which the Ark7 Series later invests. Section 1.3 of the Investment Agreement is amended so that, before the first Project investment closing, Ark7 shall cause the Project Company and all of its members and managers to execute a definitive operating agreement substantially consistent with the agreed Soperton structure, including: (a) Class A voting interests with fixed voting power of two-thirds (66 2/3%) for the Ark7 Series and one-third (33 1/3%) for the Sponsor Member; (b) Class B non-voting economic interests for Sponsor-side additional funding; (c) majority Class A voting control and Manager appointment rights in favor of the Ark7 Series; (d) Sponsor protective rights that do not confer ordinary-course management control; (e) Sponsor Tracking for Sponsor-side financing; and (f) the funding-shortfall and replacement-financing protections described herein. The governance structure shall become effective upon execution of the Project Company operating agreement and shall not be conditioned upon Form 1-A filing or qualification.

Section 3 Initial Economic Arrangement. The parties confirm: (a) the Base Project Cost is fixed at $78,000,000 solely for purposes of determining contractual Economic Percentage Interests and shall not be adjusted solely because actual Project cost is higher or lower; (b) the Ark7 Series may contribute up to $20,280,000 in actual cash and, upon full contribution, shall earn a 26% Economic Percentage Interest; and (c) the Sponsor Member shall arrange the remaining $57,720,000 of Project funding through its own funds, qualifying Project Company construction and other bank loans, equipment or vendor financing, customer deposits or prepayments, or other permitted sources, and upon full recognized delivery shall earn a 74% Economic Percentage Interest. The parties acknowledge a separately negotiated project-origination and land-and-power development value of $10,000,000 attributable to the Sponsor as part of the commercial consideration for the Sponsor's 74% interest. Actual land-acquisition and power-upgrade expenditures of approximately $3,500,000 are included within the $78,000,000 Base Project Cost. The $10,000,000 negotiated value is fixed solely for purposes of sizing the Sponsor Member's Class A Interest, is not an additional capital credit or Project cash expense, does not increase the Base Project Cost or reduce the Sponsor Member's $57,720,000 funding responsibility, and shall not be double counted as a cash contribution or financing proceeds. "Recognized Sponsor Funding" includes amounts arranged or procured by VCI or its designees that are actually disbursed to, or irrevocably applied for the benefit of, Phase I through qualifying Project Company construction or bank loan draws, equipment or vendor financing, available customer deposits or prepayments, or other mutually approved funding. A mere commitment, undrawn loan capacity, accounting transfer of already credited proceeds or subsequent spending of the same funds is not additional Recognized Sponsor Funding. Project Company debt and refundable customer deposits remain liabilities, not paid-in Sponsor equity, notwithstanding their contractual recognition for vesting. The Ark7 Series' Economic Percentage Interest equals 26% multiplied by cumulative Ark7 cash contributions actually delivered divided by $20,280,000, capped at 26%. The Sponsor Member's Economic Percentage Interest equals 74% multiplied by cumulative Recognized Sponsor Funding divided by $57,720,000, capped at 74%. Properly vested Sponsor interests shall not be reversed merely because recognized borrowings are repaid or refinanced, provided amounts are not counted twice and Sponsor Tracking continues as agreed. Economic Percentages and funding substitution shall be tracked so aggregate Economic Percentage Interests total 100% and no portion of the Base Project Cost is economically allocated twice. Cost overruns do not expand the Base Project Cost or dilute the Ark7 Series' right to attain 26%, and Project cost savings do not reduce the Base Project Cost or increase that 26% entitlement.

Section 4 Class A and Class B; Voting Control. The parties shall cause the Project Company operating agreement to provide that (a) the Ark7 Series and Sponsor Member hold Class A Interests carrying voting rights, with the Ark7 Series holding two-thirds (66 2/3%) and the Sponsor Member one-third (33 1/3%) of Class A voting power; (b) Sponsor-side qualifying additional funding may be reflected through Class B Interests that carry economic rights but no voting rights except as required by law; (c) the Manager is appointed, removed and replaced by the holders of a majority of Class A voting power; and (d) no replacement or third-party financing may reduce the Ark7 Series below a majority of Class A voting power or impair its Manager appointment rights while the Regulation A structure or applicable Investment Company Act analysis relies on such control. Nothing in this Section appoints Tianxing Wang as the Project Company Manager. His distinct, limited Series-level funding-shortfall Special Member role shall be governed by the Series Designation, and no such role gives him authority over Ark7's ordinary fundraising or investor administration.

Section 5 VCI Development and Operating Role. VCI shall lead Project development, engineering, permitting, construction coordination, procurement management, utility coordination, financing execution, offtaker coordination and ordinary-course operating activities within the approved budget, Project plan, technical standards and financing parameters. VCI may take actions within such approved parameters without separate approval for each ordinary-course decision. VCI's role may be terminated or materially reduced for Cause, material performance failure under the objective performance standards set forth in Schedule 1 to this Amendment, regulatory or legal necessity, lender requirement, or other circumstances agreed in writing. "Cause" includes fraud, willful misconduct, material misappropriation, gross negligence causing material harm, or a material breach that remains uncured after reasonably detailed written notice and at least thirty (30) days to cure, with a reasonable extension where VCI has commenced and diligently pursues a cure that cannot reasonably be completed within that period. Ordinary schedule disagreements, approved expenditures, regulatory delay not caused by VCI and minor or already-cured reporting issues shall not constitute Cause. No independent third-party determination shall be a condition precedent to action, provided that applicable contractual dispute remedies remain available.

Section 6 Project Financing; Sponsor Tracking. The parties shall agree in writing on acceptable ranges for LTC/LTV, interest rate, loan size and other material financing parameters. Within those agreed parameters and the approved budget, VCI may select financing sources and negotiate and execute financing arrangements consistent with the approved budget and Project schedule, and Ark7 shall provide commercially reasonable cooperation and shall not unreasonably withhold or delay approvals or signatures actually required to implement such financing. Construction loans for which the Project Company is borrower, qualifying bank draws, equipment and vendor financing, and available offtaker or customer deposits or prepayments arranged by VCI may constitute Recognized Sponsor Funding as provided in Section 3 and, to the extent agreed, Sponsor Tracking Financing for internal economic allocation. Principal, interest, fees and other agreed financing costs attributable to Sponsor Tracking Financing shall be charged solely to the Sponsor side's economic account and reconciled against distributions and exit proceeds under the Project Company operating agreement. Sponsor Tracking is an internal economic allocation and does not, by itself, create a personal guarantee by VCI, Party A or their principals, an unlimited obligation to make Project-outside cash contributions, or an obligation to fund Ark7 distributions. Separate guarantees or capital calls require a specific signed undertaking. Project financing shall be non-recourse to the Ark7 Series and its investors beyond capital actually contributed, absent express written agreement, and lender rights shall not impair Ark7 majority Class A voting control or Manager appointment rights.

Section 7 Funding Milestones; Full Funding Definition. The parties agree to the following funding milestones: (a) the Ark7 Series shall deliver at least $9,000,000 in cumulative cash actually received by the Project Company within two (2) months after qualification of the applicable Regulation A offering; (b) the Ark7 Series shall deliver cumulative cash actually received by the Project Company of $20,280,000 within twelve (12) months after such qualification; (c) the Sponsor Member, acting through VCI, shall use commercially reasonable efforts to cause the Project Company to close the Phase I land acquisition and to deliver or make available the agreed Phase I land and power rights within two (2) months after the Milestone Commencement Date ("Z"); (d) the Sponsor Member, acting through VCI, shall use commercially reasonable efforts to arrange and facilitate construction financing closing within three (3) months after the later of land closing and satisfaction of the Ark7 initial-funding condition and other financing prerequisites reasonably required from third parties ("W"); and (e) the Sponsor Member, acting through VCI, shall use commercially reasonable efforts to achieve substantial completion and/or execute the first anchor tenant or offtaker agreement within nine (9) months after the later of construction financing closing, issuance of the applicable notice to proceed, and availability of the agreed construction funding ("V"). The "Milestone Commencement Date" means the date on which the Project Company has actually received at least $9,000,000 from the Ark7 Series and the approvals and third-party consents reasonably necessary for the applicable land closing are available. The Sponsor-side milestone periods shall not commence before satisfaction of their respective stated prerequisites. VCI and the Sponsor Member shall exercise commercially reasonable efforts, not guarantee results, and neither guarantees any lender approval, financing commitment, closing or funding or the actions of any offtaker, governmental authority or utility provider. VCI may arrange alternative capital to facilitate an earlier closing or mitigate delays but shall have no obligation to do so, to provide additional Sponsor cash equity or to guarantee any third-party financing outcome, absent a separate signed undertaking. Any delay attributable to Ark7 Funding Shortfall, lender underwriting or approval, an offtaker, utility or governmental action not caused by VCI, force majeure, or circumstances beyond VCI's reasonable control shall not constitute Sponsor default and shall extend the affected periods, including reasonable remobilization time, and the Long-Stop Date under Section 7.5 of the Project Company operating agreement. Fundraising pledges, investor subscriptions, cash held solely in an Ark7 or subscription escrow account, and third-party replacement financing shall not count as Ark7 cash actually contributed to the Project Company. "Ark7 Full Funding" means the Project Company's actual receipt of the full $20,280,000 as Ark7 Series equity investment, without double counting and net of returned or reversed contributions. The parties confirm that the corresponding milestones and the Long-Stop framework are set forth consistently in Sections 7.1 and 7.5 of the Project Company operating agreement.

Section 8 Cure; Replacement Financing; Economic Adjustment; Exclusive Remedies. If either party fails to satisfy an applicable funding milestone, the other party may give detailed written notice and the non-performing party shall have thirty (30) days from receipt of such notice to cure. An "Ark7 Funding Shortfall" occurs if the Ark7 Series has not actually funded at least $9,000,000 of cash contributions to the Project Company within two (2) months after qualification of the applicable Regulation A offering, or has not actually funded cumulative cash contributions of $20,280,000 within twelve (12) months after such qualification, in either case after written notice of the shortfall and expiration of a thirty (30) day cure period. Fundraising pledges, investor subscriptions, cash held solely in an Ark7 or subscription escrow account, and third-party replacement financing do not count toward these Ark7 milestones. Upon an uncured Ark7 Funding Shortfall, the limited replacement-financing participation rights provided in the Series Designation may activate. If any funding shortfall remains uncured, the other party may provide replacement funding or arrange third-party funding to keep the Project moving. Any economic participation granted in respect of replacement funding shall be determined in the applicable replacement-financing documentation, consistent with the contribution principles and Economic Percentage Interests otherwise applicable under the Project Company operating agreement, without discount, premium or other preferential economic pricing; provided that economic participation attributable to any portion of the Base Project Cost may be allocated only once and aggregate Economic Percentage Interests shall at all times equal 100%. No premium, additional participation or other economic benefit granted in connection with replacement funding shall reduce the Economic Percentage Interest already vested in the Ark7 Series based on cash contributions actually funded. The non-performing party's Economic Percentage Interest shall be adjusted only as necessary to reflect replacement funding actually delivered; provided that in no event shall the Economic Percentage Interest of any party be reduced below the percentage attributable to contributions actually delivered by such party under the Project Company operating agreement. Nothing in this Section creates a separate make-up period, redemption right or automatic reallocation mechanism. Replacement funding shall not reduce the Ark7 Series below a majority of Class A voting power or impair its Manager appointment rights, and replacement capital shall be structured through Class B Interests, non-voting economic instruments or another structure that preserves Ark7 majority voting control unless Ark7 expressly agrees otherwise after consultation with securities counsel. The notice and cure procedure, replacement funding and proportional adjustment of Economic Percentage Interests are the sole and exclusive remedies for a mere failure to satisfy a funding milestone; no party shall be liable for damages, penalties, liquidated damages or forfeiture solely by reason of such failure, without limiting remedies for fraud, willful misconduct, misuse of funds or breach of obligations unrelated to the amount or timing of a funding milestone.

Section 9 Sponsor and VCI Protective Rights at Project Company Level. The parties agree that the principal long-term protections for VCI and the Sponsor Member shall be implemented at the Project Company level, including preservation of vested and contingent Sponsor economics up to 74%, recognition of qualifying VCI-arranged funding, Sponsor Tracking, distribution and exit waterfalls, and rights relating to issuance of materially adverse interests, Project scope and Phase II, sale of substantially all assets, merger, dissolution or liquidation, financing outside agreed parameters and material related-party transactions. Such protections shall be drafted as protective consent rights and shall not transfer ordinary-course control, Manager appointment rights or majority Class A voting control away from the Ark7 Series. The Series Designation may provide Tianxing Wang or VCI Energy Inc. with a limited project-specific Special Member role solely in connection with an uncured Ark7 Funding Shortfall and compliant replacement financing; such role shall not confer Managing Member status, Series Interests, general management control, fundraising authority, investor-communication authority, or authority to bind the issuer or Series.

Section 10 Information and Audit Cooperation. Party A, VCI, the Sponsor Member and the Project Company shall provide the books, records, contracts, invoices, bank information, third-party confirmations, management representations and other Project information reasonably requested in connection with Ark7 AIDC I, LLC's Regulation A filing, audit and ongoing reporting. The Project Company shall maintain U.S. GAAP-capable books and an appropriate chart of accounts from formation.

Section 11 Project Rights; Phase I Boundaries. Party A and VCI shall cause the Project Company to own or receive enforceable use of all material rights actually required for Phase I, including agreed Phase I site, power, utility and development rights, pursuant to an agreed schedule of contributed and retained rights. No Phase II capacity, future expansion, adjacent properties or resources exceeding the approved Phase I development scope shall be deemed contributed or made exclusive to the Project Company without the Sponsor Member's prior written consent. Nonassignable Phase I rights shall be made available on commercially reasonable documented terms consistent with applicable utility and permitting requirements.

Section 12 Public Filing and Regulatory Disclosure. Ark7, Ark7 AIDC I, LLC and the Ark7 Series may disclose and publicly file the Investment Agreement, this Amendment, the Project Company operating agreement and other material Project agreements to the extent reasonably determined to be required under applicable securities laws, subject to available confidential treatment or permitted redactions. Party A, VCI and the Project Company shall reasonably cooperate with such filings and promptly provide information necessary to keep disclosures materially accurate and complete.

Section 13 Term During Regulation A Process. A Form 1-A filing before the expiry of an agreed exclusivity or investment period shall not alone extend exclusivity indefinitely. Any extension while the Regulation A qualification process and the related Project offering are being actively pursued shall be subject to the specific outside dates and termination rights expressly agreed in the Investment Agreement and definitive documents, including any agreed suspension or exception arising from material delays beyond Ark7's control. Any outside date left blank in the definitive documents must be agreed in writing before execution.

Section 14 Relationship Among Transaction Documents. The Investment Agreement, as amended, remains in full force and effect except as expressly modified herein. The Project Company operating agreement shall govern internal Project Company governance, Sponsor economic vesting and continuing protective rights. The governing documents of Ark7 AIDC I, LLC and the Ark7 Series shall govern issuer and Series internal administration. The documents shall be executed and interpreted consistently; any identified conflict shall be addressed by written conforming amendments approved by affected parties before the first Project investment closing, without diminishing Ark7's legally required majority voting control or the Sponsor's expressly protected contractual rights.

Section 15 No Other Amendments. Except as expressly amended hereby, the Investment Agreement remains unchanged and in full force and effect. For the avoidance of doubt, Sections 1.1 and 1.3 of the Investment Agreement are expressly amended by Section 2 of this Amendment, and the Project Company operating agreement shall govern Project Company management from inception. Sections 7 through 9 of this Amendment shall be implemented consistently in the Series Designation and the Project Company operating agreement, subject to the dormant and activation framework for the Series-level Special Member position described herein. For purposes of this Amendment and the Series Designation, the term "Ark7 Funding Shortfall" is intended to have the same substantive meaning in both documents, and any amendment to the funding milestones, notice or cure mechanics comprising that definition in either document shall be conformed in the other at the same time.

Section 16 Miscellaneous. Capitalized terms used but not defined herein have the meanings set forth in the Investment Agreement. This Amendment may be executed in counterparts and by electronic signature and shall be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

SCHEDULE 1

OBJECTIVE PERFORMANCE STANDARDS FOR VCI

For purposes of Section 5, a "material performance failure" means a documented, material and uncured failure by VCI to satisfy one or more of the objective obligations below where such failure causes, or is reasonably likely to cause, material Project harm and amounts to Cause under Section 5. Except for fraud, willful misconduct, misappropriation or a condition creating an objectively imminent material threat requiring narrowly tailored protective measures, VCI shall receive detailed written notice and at least thirty (30) calendar days to cure, with a reasonable extension where VCI has commenced and diligently pursues a cure that cannot be completed within that period. A performance trigger does not automatically terminate VCI's delegated role, and applicable notice, cure and dispute remedies remain available:

(a) Schedule Milestones. Failure, for reasons within VCI's reasonable control, to achieve a material Project development, permitting, utility/interconnection, financing-execution, construction or commissioning milestone identified in the approved Project schedule by more than thirty (30) days after the applicable scheduled date, excluding delays caused by Ark7 funding shortfalls, force majeure, lender delay, utility delay not caused by VCI, governmental delay not caused by VCI, or approved changes in scope.

(b) Budget Performance. A material budget deviation exceeding fifteen percent (15%) of the approved aggregate annual capital and operating budget caused by VCI's gross negligence or willful breach and resulting in material Project harm, excluding approved changes, Ark7 funding delays, lender-required expenditures, force majeure, documented market-price changes beyond VCI's reasonable control, and reasonably necessary emergency expenditures. Any amendment to an approved budget must follow the Project Company operating agreement.

(c) Permits and Utility Rights. Failure to timely pursue, maintain or comply in all material respects with permits, site-control rights, utility/interconnection arrangements and other material Project rights for which VCI is responsible, where such failure materially threatens the Project schedule, financing or continued viability.

(d) Insurance; Liens; Compliance. Failure to maintain insurance expressly required to be maintained by VCI or the Project Company under an approved Project plan or financing document; failure to discharge or bond any material mechanic's lien arising from VCI-controlled work within thirty (30) days after written notice, unless being contested in good faith with appropriate reserves; or a material violation of applicable law within VCI's delegated responsibilities that remains uncured after applicable notice and cure.

(e) Reporting. Persistent material failure to provide required Project reporting after written notice and a reasonable opportunity to cure, where such failure demonstrably causes material Project harm; an isolated, minor or fully cured delay shall not independently constitute Cause.

(f) Key Personnel. If Tianxing Wang, Rachel Liu or another key Project lead specifically identified in the approved Project plan ceases to be materially involved in the Project for more than thirty (30) consecutive days, failure to designate a reasonably qualified replacement within fifteen (15) Business Days after written notice, unless otherwise approved by the Manager and Ark7 Member.

(g) Repeated Material Breaches. A pattern of repeated, independently documented, material and uncured breaches of VCI's express duties that causes material Project harm despite reasonable notice and cure opportunities. Three cured minor incidents or good-faith differences of business judgment alone shall not constitute Cause.

Any determination under this Schedule shall be made by the Manager in good faith based on documented facts. No independent third-party determination is a condition precedent to action, and VCI retains any contractual right to contest the determination after action has been taken.

SIGNATURE PAGE

PARTY A - TIANXING WANG

Signature: /s/ Tianxing Wang

Date: 11/3/2026

ARK7 INC.

By: /s/ Yizhen Zhao

Name: Yizhen Zhao

Title: CEO

Date: 11/3/2026

ARK7 AIDC I, LLC - SERIES #VNATI

By: Ark7 Inc., its Managing Member

By: /s/ Yizhen Zhao

Name: Yizhen Zhao

Title: CEO

Date: 11/3/2026

VCI ENERGY INC.

By: /s/ Tianxing Wang

Name: Tianxing Wang

Title: CEO

Date: 11/3/2026

EXHIBIT A

FORM OF PROJECT COMPANY JOINDER

This Joinder (this "Joinder") is executed as of November 2, 2026 by Soperton Data Center I, LLC, a Delaware limited liability company (the "Project Company").

Reference is made to that certain Investment Agreement effective September 28, 2026 among Tianxing Wang, Ark7 Inc. and VCI Energy Inc., as amended by the First Amendment to Investment Agreement dated November 2, 2026 (as so amended, the "Investment Agreement").

The Project Company acknowledges that it is the "Project Company" contemplated by the Investment Agreement and agrees to be directly bound by all provisions expressly applicable to it, including the governance, financing, information, audit, regulatory cooperation and Project-right provisions thereof.

This Joinder shall be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

Soperton Data Center I, LLC

By: /s/ Yizhen Zhao

Name: Yizhen Zhao

Title: Authorized Signatory

Date: 11/3/2026

LIMITED LIABILITY COMPANY AGREEMENT OF Soperton Data Center I, LLC

This Limited Liability Company Agreement (this "Agreement") of Soperton Data Center I, LLC, a Delaware limited liability company (the "Company"), is entered into as of November 2, 2026 (the "Effective Date"), by and among VCI Energy Inc. (the "Sponsor Member") and Ark7 AIDC I, LLC - Series #VNATI (the "Ark7 Member" and, together with the Sponsor Member, the "Members").

RECITALS

A. The Company has been formed for the purpose of owning, developing, financing, constructing, operating, leasing, managing and disposing of the initial approximately 10 MW data center development known as Project Soperton, located at 926 Commerce Drive, Soperton, Georgia (the "Project").

B. The Project is limited to Phase I and expressly excludes Phase II, expansion capacity, adjacent development and any other future project unless otherwise approved in accordance with this Agreement.

C. Tianxing Wang, Ark7 Inc. and VCI Energy Inc. entered into that certain Investment Agreement effective September 28, 2026, as amended from time to time (the "Investment Agreement").

D. The parties intend that economic participation in the Company be based on recognized contributions to the Project, while voting rights are allocated through Class A Interests so that the Ark7 Member maintains majority voting control necessary for the contemplated Regulation A structure.

E. The parties further intend that VCI Energy Inc. continue to lead Project development, construction, procurement, financing execution and ordinary-course operating activities within the authority delegated by the Manager and the parameters approved under this Agreement.

F. The parties desire to set forth the definitive capital, economic, voting, management, financing, information and transfer rights of the Members with respect to the Company and the Project.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I

ORGANIZATION; PURPOSE; PROJECT RIGHTS

Section 1.1 Formation. The Company has been formed as a limited liability company under the laws of the State of Delaware and shall qualify to do business in the State of Georgia as required.

Section 1.2 Purpose. The purpose of the Company is to acquire, own, develop, finance, construct, operate, lease, manage and dispose of the Project and to engage in activities incidental thereto. The Company shall not acquire, develop or operate Phase II, any expansion, adjacent project or unrelated business without the approvals required under this Agreement.

Section 1.3 Ownership and Control of Project Rights. The Company shall directly own or control the material rights reasonably necessary for the initial Phase I Project, including site, utility and power, development, construction, equipment, infrastructure, operating and leasing rights specifically identified in an agreed Phase I rights schedule. To the extent a Phase I right cannot be transferred, the Company shall receive its enforceable economic and operational benefit under documentation reasonably satisfactory to both Members. The Company's rights shall not extend to Phase II, neighboring properties, future power expansion or other Sponsor assets except to the extent specifically identified in a written instrument approved by the Sponsor Member. No material Phase I Project right may be retained or transferred for the purpose or effect of circumventing the rights of the Company or either Member.

ARTICLE II

MEMBERS; CLASS A AND CLASS B INTERESTS; ECONOMIC PARTICIPATION

Section 2.1 Classes of Interests. The Company shall have two classes of membership interests: (a) "Class A Interests," which carry voting rights and economic rights as provided herein, and (b) "Class B Interests," which carry economic rights but no voting rights except as required by applicable law or expressly provided herein. Each Member's economic participation shall be reflected through its Economic Percentage Interest, which may differ from its voting percentage.

Section 2.2 Class A Voting Power. The Class A voting power shall be fixed, as between the Ark7 Member and the Sponsor Member, at two-thirds (66 2/3%) to the Ark7 Member and one-third (33 1/3%) to the Sponsor Member. Such voting ratio shall not fluctuate solely as a result of the timing or amount of recognized contributions. The Ark7 Member shall at all times maintain a majority of the outstanding Class A voting power unless it expressly consents otherwise in writing after consultation with securities counsel. The governance structure set forth herein shall be effective as of the Effective Date and shall not be conditioned on the filing or qualification of any offering statement on Form 1-A.

Section 2.3 Manager Appointment. For purposes of this Agreement, the "Manager" means the statutory manager of the Project Company under the Delaware Limited Liability Company Act and not the Managing Member of Ark7 AIDC I, LLC or the managing member of the Ark7 Series. The Manager shall be appointed, removed and replaced by the holders of a majority of the Class A voting power. Because the Ark7 Member holds a majority of such voting power, it shall have the exclusive ability to appoint, remove and replace the Manager, subject only to the expressly enumerated Sponsor Protective Matters in Section 3.4. The initial Manager shall be Ark7 Inc. or another Ark7-controlled entity designated by the Ark7 Member.

Section 2.4 Base Project Cost; Sponsor Funding Responsibility; Agreed Land-and-Power Value. For purposes of determining Economic Percentage Interests, the "Base Project Cost" is fixed at $78,000,000 and shall not be adjusted solely because actual Project cost is higher or lower. The Ark7 Member may contribute up to $20,280,000 in cash. The Sponsor Member shall be responsible for arranging $57,720,000 of Project funding through its own funds, Project Company construction and other bank loans, equipment or vendor financing, customer deposits or prepayments, or other permitted sources. The Members acknowledge the negotiated $10,000,000 value attributable to the Sponsor's origination and development of the Phase I land and power rights as part of the commercial consideration supporting the Sponsor Member's agreed 74% Economic Percentage Interest (the "Agreed Land-and-Power Value"). The approximately $3,500,000 budgeted land-acquisition and power-upgrade expenditure is included within the $78,000,000 Base Project Cost. The Agreed Land-and-Power Value is not an additional cash expense or capital credit, does not add $10,000,000 to the Base Project Cost, does not reduce the Sponsor Member's $57,720,000 funding responsibility, and shall not be double counted as an actual cash contribution or additional Recognized Sponsor Funding. The value remains acknowledged as a material negotiated element of the Sponsor's overall economics and the sizing of its Class A Interest. The Company's book and tax treatment of contributed rights shall be determined in accordance with U.S. GAAP and applicable tax law; contractual economic participation shall be determined by this Agreement and shall not treat Project Company debt as paid-in equity.

Section 2.5 Economic Percentage Interests; Recognized Sponsor Funding; Fully Diluted Basis. Subject to Article VII, the Ark7 Member's Economic Percentage Interest equals cumulative Ark7 cash actually contributed to the Company divided by $20,280,000, multiplied by 26% and capped at 26%. The Sponsor Member's Economic Percentage Interest equals Recognized Sponsor Funding divided by $57,720,000, multiplied by 74% and capped at 74%. "Recognized Sponsor Funding" means qualifying funds arranged or procured by VCI or its designated affiliates and actually disbursed to, or irrevocably applied for the benefit of, the Phase I Project, including draws under Project Company construction or bank loans, equipment or vendor financing proceeds, available offtaker or customer deposits and prepayments, and other agreed sources. Amounts are recognized only once; an approved but undrawn commitment and internal transfers or subsequent expenditures of already recognized funds do not constitute additional funding. Project Company borrowings, refundable customer deposits and other liabilities credited as Recognized Sponsor Funding remain liabilities under applicable accounting and law and are not deemed equity capital contributions. Ordinary repayment, amortization or refinancing of previously recognized funding does not by itself reverse vested Sponsor Economic Percentage Interests; however, replacement proceeds are not counted twice and the agreed Sponsor Tracking economic burden continues. The Sponsor Member's $10,000,000 negotiated land-and-power value is acknowledged under Section 2.4 as part of the negotiated basis of the 74% participation, without a second credit against the $57,720,000 denominator. Upon full recognized delivery by both Members, Economic Percentage Interests shall be 26% and 74%, respectively. Issued, vested and contractually reserved Economic Percentage Interests shall total 100%; unvested commitments shall not receive distributions unless expressly provided in a written waterfall approved by both Members. Any economic participation attributable to any portion of the Base Project Cost may be allocated only once. Any adjustment under Article VII may not involuntarily reduce an Economic Percentage Interest already vested based on properly recognized performance. Schedule A shall be updated after each recognized contribution or replacement funding delivery.

Section 2.6 Fixed Base Project Cost; Cost Overruns and Savings. The Base Project Cost is fixed at $78,000,000 solely for purposes of determining Economic Percentage Interests and may be changed for such purpose only with the prior written consent of both Members. Cost overruns do not expand the Base Project Cost or dilute the Ark7 Member's right to attain a 26% Economic Percentage Interest upon funding $20,280,000. Project cost savings do not reduce the Base Project Cost or increase the Ark7 Member's 26% Economic Percentage Interest. Sponsor-side financing costs and overruns attributable to the Sponsor's agreed financing and development responsibilities shall be reflected in Sponsor Tracking under Article VI. The Company shall not impose on the Sponsor Member costs caused by an unapproved Ark7-requested scope change, an Ark7 breach or an Ark7 funding shortfall as ordinary Sponsor-funded overruns without a written allocation approved by both Members. Nothing herein creates a personal guarantee or unlimited cash contribution obligation of VCI or its principals.

Section 2.7 Class A and Class B Issuances. Class A Interests shall carry the voting rights specified in Section 2.2. For the avoidance of doubt, Class A voting power is fixed as provided in Section 2.2 from the Effective Date and does not vary with the timing or amount of contributions, while economic participation attributable to Class A and Class B Interests vests in accordance with Section 2.5. The Sponsor Member's Class A Interest shall be sized by reference to the Agreed Land-and-Power Value, and the portion of the Sponsor Member's Economic Percentage Interest corresponding to the balance of its $57,720,000 funding responsibility, or $47,720,000, shall be reflected through Class B Interests. The Agreed Land-and-Power Value is used solely for this Class A/Class B sizing and is not an additional capital credit. Class B Interests carry no voting rights except as required by law or expressly provided herein. Any Class B Interest acquired by the Ark7 Member pursuant to Section 2.10 shall convert into Class A Interests; provided that such conversion shall preserve the Ark7 Member's majority Class A voting power and shall not reduce any existing economic rights of the Sponsor Member except as expressly agreed in connection with such acquisition.

Section 2.8 No Minimum Ark7 Funding Obligation. Neither Ark7 Inc. nor the Ark7 Member guarantees completion of any securities offering and neither shall be obligated to contribute any amount except to the extent expressly committed in a funded closing or otherwise agreed in writing. The consequences of a missed funding milestone shall be governed by Article VII and the Investment Agreement, as amended.

Section 2.9 Anti-Dilution of Voting Control. No equity issuance, financing, transfer, conversion, reclassification or other transaction may reduce the Ark7 Member below a majority of the Class A voting power or impair its ability to appoint, remove and replace the Manager without the Ark7 Member's prior written consent after consultation with securities counsel. Replacement or shortfall financing shall be structured through Class B Interests or other non-voting economic instruments, or otherwise structured so that the Ark7 Member retains majority Class A voting power. No adjustment shall impair vested Sponsor Economic Percentage Interests or Sponsor Protective Matters without the Sponsor Member's prior written consent.

Section 2.10 Future Additional Investment. The Ark7 Member and Sponsor Member may from time to time agree that the Ark7 Member will purchase Class B Interests from the Sponsor Member or acquire additional economic interests from the Company, including with proceeds from a subsequent securities offering. The price and amount shall be mutually agreed at the time of the transaction. Any Class B Interests so acquired by the Ark7 Member shall convert into Class A Interests. Neither party shall have any obligation to enter into such a transaction absent a further written agreement.

ARTICLE III

MANAGEMENT; VCI ROLE; SPONSOR PROTECTIVE MATTERS

Section 3.1 Management by Manager. Except for matters expressly reserved to the Members, the business and affairs of the Company shall be managed by or under the direction of the Manager. Subject to approved budgets, loan covenants, applicable law, prudent internal financial controls and Member reserved matters, the Manager shall have authority over Company bank accounts, contracts, budgets, financing approvals, contractors, service providers and Project operations. Ark7 shall retain the Class A voting majority and the reserved consent, information, audit and regulatory rights provided in this Agreement. The Manager may delegate ordinary-course development and operating responsibilities to VCI consistent with Section 3.2.

Section 3.2 VCI Development and Operating Role. VCI Energy Inc. shall serve as the principal development and operating execution party for the Project and shall lead development, engineering, permitting, construction, procurement, power and utility coordination, financing execution, offtaker implementation, commissioning and ordinary-course operations within the approved budget, Project plan, technical standards and financing parameters. VCI may take actions within such approved parameters without separate approval for each ordinary-course decision. VCI's delegated role may be terminated or materially reduced for Cause, material performance failure under the objective performance standards in Schedule 1 to the First Amendment to Investment Agreement, regulatory or legal necessity, lender requirement, or other circumstances expressly agreed in writing. Cause includes fraud, embezzlement, misappropriation of Company funds or willful misconduct materially affecting the Project; gross negligence resulting in material and demonstrable harm to the Project; or a material breach of specifically identified duties under this Agreement or an approved management agreement that remains uncured for thirty (30) days after detailed written notice, with a reasonable extension where cure cannot reasonably be completed in thirty days and VCI promptly commences and diligently pursues cure. Mere business disagreement, failure to meet a milestone for reasons outside VCI's reasonable control, approved budget changes, regulatory delay not caused by VCI, or a breach fully cured within the applicable cure period shall not independently constitute Cause. No independent third-party determination is a condition precedent to action, and VCI retains applicable contractual rights to contest any termination or reduction after action has been taken.

Section 3.3 Annual Budget. The Company shall operate under an annual operating and capital budget approved by the Manager and the Ark7 Member. Ordinary-course expenditures, procurement, contractor payments and financing execution within an approved budget and agreed limits may be directed by the Manager without transaction-by-transaction approval, subject to lender controls and agreed dual-authorization thresholds for extraordinary payments. Material revisions outside agreed thresholds require the approvals specified in Sections 3.4 and 4.1. If a new annual budget is not approved by its effective date, the prior approved budget shall continue on a monthly pro rata basis, with adjustments for binding contractual obligations, safety and legal compliance, until approval of a new budget; this interim mechanism shall not authorize new material discretionary capital projects. Emergency expenses reasonably necessary to avoid imminent safety harm, default or serious service interruption may be incurred with prompt notice to the Members and supporting records.

Section 3.4 Sponsor Protective Matters. Without the prior written consent of the Sponsor Member, neither the Company nor the Ark7 Member acting through its Class A voting power shall: (a) amend, waive or terminate the Sponsor Member's vested or contingent rights to attain the agreed 74% Economic Percentage Interest or the recognition methodology in Sections 2.4 and 2.5; (b) modify Sponsor Tracking, the operating cash waterfall or Exit Distribution Waterfall in a manner materially adverse to the Sponsor Member; (c) issue, convert or reclassify Interests or create senior economic rights materially adverse to the Sponsor Member, except for specifically permitted replacement financing under Article VII; (d) merge, convert, dissolve, liquidate or sell or dispose of all or substantially all assets of the Company; (e) materially change the Phase I purpose, scope, principal use or core technical standards of the Project, or include Phase II, expansion, neighboring land or other projects; (f) incur or materially amend financing outside agreed financing parameters or impose any new Sponsor guarantee; (g) enter into a material affiliate transaction outside an approved budget that materially alters the allocation of fees and expenses; or (h) amend, waive or circumvent the Sponsor Protective Matters. These are protective rights only and do not grant the Sponsor Member authority to direct ordinary-course operations, appoint or remove the Manager, approve actions within an approved budget or financing parameters, or otherwise exercise control over the Company. If VCI Energy Inc. is not itself the Sponsor Member, VCI Energy Inc. shall be an express third-party beneficiary solely to the extent provisions expressly protect VCI's Project role, information rights, Sponsor Tracking or agreed economic and governance protections.

Section 3.5 Related-Party Transactions. Material transactions between the Company and the Sponsor Member, VCI Energy Inc., Ark7 Inc., the Manager or their Affiliates shall be commercially reasonable and generally consistent with arm's-length terms. Transactions disclosed in an approved budget are deemed approved. Any material related-party transaction outside an approved budget requires the prior written consent of the Ark7 Member and, if covered by Section 3.4(g), the Sponsor Member.

Section 3.6 No Circumvention; Enforcement. No party shall use a side agreement, affiliate transaction, financing arrangement, Project-right transfer, reserve, fee, bank-signatory change, substitute service provider, revised budget process, amendment or other structure for the purpose or effect of circumventing the economic, voting, governance, management, information, financing recognition, exit distribution or transfer rights expressly set forth herein. A purported act in violation of an express Sponsor consent right is a breach for which the affected party may seek injunctive relief, specific performance and other available remedies, subject to applicable law and protection of bona fide third parties.

ARTICLE IV

ARK7 MEMBER RESERVED MATTERS

Section 4.1 Ark7 Consent Rights. Without the prior written consent of the Ark7 Member, the Company shall not: (a) amend this Agreement in a manner materially adverse to the Ark7 Member's protected rights; (b) issue, transfer, convert or reclassify voting Interests so as to reduce the Ark7 Member below the agreed majority of Class A voting power; (c) issue an economic Interest senior to or materially dilutive of the Ark7 Member except as expressly permitted herein; (d) merge, consolidate, convert, dissolve or liquidate; (e) materially change the Project scope or include Phase II or another project; (f) sell or dispose of all or substantially all Project assets; (g) enter into financing outside the agreed financing parameters or any financing that would impair Ark7 voting control, Manager appointment rights, information rights or the non-recourse protections in Article VI; (h) enter into or materially amend a material unapproved related-party transaction; (i) materially alter bank signatories or payment-control procedures in a way that impairs commercially reasonable dual controls or the Ark7 Member's information rights; or (j) knowingly cause a material inconsistency with a then-current securities offering document without providing a reasonable opportunity to conform lawful disclosures.

ARTICLE V

ACCOUNTS; BOOKS; INFORMATION; AUDIT

Section 5.1 Separate Accounts. All Project funds shall be maintained in one or more accounts in the name of the Company.

Section 5.2 Reporting. The Company shall provide the Ark7 Member and Sponsor Member with monthly bank statements, a monthly transaction ledger, quarterly operating and construction reports, annual financial statements and reasonable supporting documentation. Information provided to the Sponsor Member shall be limited to Project and Company matters and shall not include investor-identifying or subscription-level information of Ark7 AIDC I, LLC or the Ark7 Member except as required by law or separately agreed.

Section 5.3 Bank Access and Payment Authority. The Manager shall control Company bank signatories and payment-control procedures consistent with approved budgets, loan covenants, prudent segregation-of-duties controls and any expressly agreed dual-signature thresholds. The Ark7 Member shall have continuous read-only visibility into Project banking activity and receive prompt notice of material exceptions. The Sponsor Member and the Ark7 Member may reasonably inspect bank statements and supporting reconciliations. As part of its delegated operating role, VCI may initiate and administer ordinary-course payments within the approved budget, subject to the Manager's signatory control and applicable dual-authorization thresholds.

Section 5.4 Audit Cooperation. The Company, Sponsor Member and VCI Energy Inc. shall cooperate with the independent auditors of the Company, Ark7 AIDC I, LLC and the Ark7 Member, including by providing books, records, supporting schedules, third-party confirmations, management representations, invoices, contracts, bank information and personnel reasonably requested for U.S. GAAP financial reporting, Regulation A filings or ongoing reports. Project costs shall be supported by records reasonably sufficient for audit testing.

Section 5.5 Accounting Readiness. From formation, the Company shall maintain books and a chart of accounts sufficient to support U.S. GAAP financial statements and, if required, consolidation into the financial statements of Ark7 AIDC I, LLC and/or the Ark7 Member.

ARTICLE VI

PROJECT FINANCING; SPONSOR TRACKING; DISTRIBUTIONS

Section 6.1 Financing Parameters; VCI Execution Authority. The Members shall agree in writing on acceptable ranges for LTC/LTV, interest rate, loan size and other material financing parameters. Within those agreed parameters and the approved budget, VCI may select financing sources and negotiate and execute financing and related Company documents in the ordinary course of its delegated responsibilities, subject to any lender-required Company resolutions and reserved Member approvals. The Ark7 Member and Manager shall promptly provide any consent or signature expressly required under this Agreement and shall not unreasonably withhold or delay implementation of compliant financing. Any financing outside the agreed parameters requires the approvals specified in Articles III and IV. This Section does not make VCI or its principals a personal guarantor of Company debt.

Section 6.2 Non-Recourse and Control Protections. Project financing shall be non-recourse to the Ark7 Member and its investors beyond capital actually contributed, except as expressly agreed in writing. VCI Energy Inc. and its principals shall likewise have no personal liability or independent obligation to guarantee Project Company indebtedness merely by virtue of serving as Sponsor or delegated operator, unless expressly agreed in a separate signed instrument. Loan documents shall not grant any lender or collateral agent the right to appoint or remove the Manager, control Class A voting rights, or otherwise cause the Ark7 Member to lose majority voting control or Manager appointment rights. Any lien on Project assets or Member Interests must be consistent with this Section and any agreed lender-recognition arrangements.

Section 6.3 Sponsor Tracking Financing; No Implied Recourse. To the extent Project Company construction loans, equipment or vendor financing, bridge financing, working-capital financing, customer deposits or prepayments, or other qualifying non-equity funding arranged by VCI are recognized toward the Sponsor Member's $57,720,000 funding responsibility, the agreed principal and financing costs shall be allocated solely to the Sponsor Member's internal economic account as "Sponsor Tracking Financing," subject to the operating and exit waterfalls. The relevant financing remains a legal debt or liability of the Project Company or other legally obligated borrower and shall not be restated as a paid-in equity capital contribution. Payments made from Project Company cash for Sponsor Tracking Financing shall be reflected in an auditable Sponsor Tracking ledger and in the calculation of Sponsor distributions, without double counting of principal payments, debt balances or previously recognized funding. Neither VCI Energy Inc. nor any principal is required to contribute cash from outside the Project Company, provide a guarantee, or fund an Ark7 distribution deficiency solely by reason of this internal allocation, except under a separately executed express agreement. Nothing in this Section relieves the Project Company of its legal payment obligations to lenders or customers.

Section 6.4 Operating Distributable Cash and Waterfall. Company cash shall first pay ordinary operating expenses, taxes, required reserves, mandatory lender debt service and lender-mandated reserves. Cash available for Member distributions shall then be allocated consistently with vested Economic Percentage Interests and the separate Sponsor Tracking economic allocation, so that the Ark7 Member's contractual share is calculated before the internal deduction of debt service and financing costs attributable to Sponsor Tracking Financing, with the corresponding costs charged solely to the Sponsor Member's economic account. The Company shall maintain a clear ledger reconciling amounts actually paid to lenders, cash available for Member distributions, cash distributed and Sponsor Tracking balances, without double counting. If lender restrictions temporarily prevent payment of an otherwise contractually allocable Ark7 distribution, the unpaid amount shall be carried forward as an internal distribution priority payable only from legally available Company cash and only when permitted by lender documents; it shall not create an external VCI or principal guarantee, accelerate payment in violation of lender restrictions, or automatically give Ark7 additional voting or economic interests. Exit distributions shall be governed by Section 8.4.

ARTICLE VII

FUNDING MILESTONES; CURE; REPLACEMENT FINANCING

Section 7.1 Funding Milestones. The parties agree to the following milestones: (a) Ark7 Member initial funding of $9,000,000 within two (2) months after qualification of the applicable Form 1-A; (b) Ark7 Member cumulative funding of $20,280,000 within twelve (12) months after qualification; (c) the Sponsor Member shall use commercially reasonable efforts to cause the Project Company to close the Phase I land purchase and to deliver or make available the agreed Phase I land and power rights within two (2) months after the Milestone Commencement Date ("Z"); (d) the Sponsor Member shall use commercially reasonable efforts to arrange and facilitate construction financing closing within three (3) months after the later of land closing and satisfaction of the Ark7 initial-funding condition and other financing prerequisites reasonably required from third parties ("W"); and (e) the Sponsor Member shall use commercially reasonable efforts to achieve substantial completion and/or execute the first anchor tenant or offtaker agreement within nine (9) months after the later of construction financing closing, issuance of the applicable notice to proceed, and availability of the agreed construction funding ("V"). The "Milestone Commencement Date" means the date on which the Project Company has actually received at least $9,000,000 from the Ark7 Member and the approvals and third-party consents reasonably necessary for the applicable land closing are available. The timing of any Sponsor-side milestone shall not commence before satisfaction of its stated prerequisites. VCI and the Sponsor Member shall pursue these milestones using commercially reasonable efforts only, and neither guarantees any third-party lending commitment, approval, funding or closing, or the acts of offtakers, utilities or governmental authorities. VCI may seek alternative sources of capital to facilitate or accelerate a closing but has no obligation to provide substitute equity, secure financing from any particular lender, or guarantee any closing or funding outcome. A delay attributable to Ark7 funding not being delivered when required, lender underwriting or approval, an offtaker, a utility or governmental action not caused by VCI, force majeure, or other circumstances outside VCI's reasonable control shall not constitute a Sponsor default and shall extend the affected milestone periods, including reasonable remobilization time, by the period of resulting delay. Any required extension of the Long-Stop Date shall be determined under Section 7.5.

Section 7.2 Cure; Replacement Funding; Economic Adjustment. If either Member fails to satisfy an applicable funding milestone, the other Member may give written notice and the non-performing Member shall have thirty (30) days after receipt to cure. Following an uncured Ark7 Funding Shortfall, the Sponsor Member, acting through VCI Energy Inc. and coordinated as applicable with the project-specific funding-shortfall Special Member role under the Series documents, may source, negotiate and implement replacement funding satisfying pre-agreed eligibility, pricing, compliance and lender conditions. The Company and Ark7 Member shall timely provide project-specific information and commercially reasonable signatures and shall not unreasonably obstruct compliant replacement financing. Such Series role does not confer authority over Ark7's normal securities offering or investor administration. Any economic participation from replacement funding shall be determined under the applicable financing documentation without counting the same portion of the Base Project Cost twice, without discount, premium or other preferential economic pricing, without involuntarily reducing vested Economic Percentage Interests, and without undermining the Ark7 Member's legally required majority Class A voting rights. In no event shall the Economic Percentage Interest of any Member be reduced below the percentage attributable to contributions actually delivered or properly recognized by such Member under Section 2.5. Nothing in this Section creates a separate make-up period, redemption right or automatic reallocation obligation. The Ark7 Member may acquire additional economic interests pursuant to Section 2.10 or another separately agreed written transaction.

Section 7.3 Preservation of Ark7 Voting Majority. No replacement or third-party financing may reduce the Ark7 Member below a majority of Class A voting power or impair its right to appoint, remove and replace the Manager while the applicable Regulation A structure or Investment Company Act analysis legitimately relies on such control, absent Ark7's written approval after consultation with securities counsel. Replacement capital may be structured through Class B Interests or other non-voting economic instruments or another structure that preserves Ark7 majority voting control unless Ark7 expressly agrees otherwise after consultation with securities counsel. Any economic adjustment relating to replacement funding shall be implemented consistently with Section 7.2 and shall not result in duplicate allocation of Economic Percentage Interests.

Section 7.4 Exclusive Remedies for Funding Shortfalls. The notice and cure procedure, the replacement-funding mechanism and the proportional adjustment of Economic Percentage Interests set forth in this Article constitute the sole and exclusive remedies of each Member in respect of a failure to satisfy a funding milestone. No Member shall be liable to the other for damages, penalties, liquidated damages or forfeiture of any Interest solely by reason of such failure. This Section applies symmetrically to both Members and does not limit remedies for fraud, willful misconduct, misuse of funds or breach of obligations unrelated to the amount or timing of a funding milestone.

Section 7.5 Long-Stop. The initial outside date for construction financing closing and the Sponsor-side milestones under Section 7.1 shall be June 30, 2028 (the "Long-Stop Date"). The Long-Stop Date, and the applicable Sponsor-side milestone dates, shall automatically be extended day-for-day for delay directly attributable to Ark7's failure to deliver the funds contemplated in Section 7.1, lender underwriting, approval or closing processes, offtaker-dependent conditions, governmental or utility delay not caused by the Sponsor, force majeure, or another circumstance beyond the Sponsor's reasonable control, together with reasonable documented remobilization time, without any additional funding guarantee or obligation by VCI. The Members shall act in good faith to document the length and cause of each extension promptly after notice and supporting evidence, and any dispute regarding its calculation shall be addressed through the dispute procedures otherwise available under this Agreement, without treating the affected Sponsor milestone as a default while the extension is reasonably disputed. Failure to achieve construction financing closing by the applicable Long-Stop Date shall not, by itself, constitute a breach, guarantee claim, damages claim, forfeiture or personal liability of VCI, the Sponsor Member or their principals where commercially reasonable efforts have been made. If construction financing has not closed by the applicable Long-Stop Date, either Member may deliver a written Long-Stop notice requesting a good-faith discussion of continued development, substitute financing, termination of any remaining exclusivity or unfunded future commitments, a consensual buyout, an orderly sale or liquidation. The Members shall confer for thirty (30) days following that notice. Any buyout, dissolution, sale or change to vested Member economics requires the approvals otherwise prescribed under this Agreement, lender documents and applicable law; no automatic transfer, forfeiture or unilateral liquidation shall occur solely because a Long-Stop notice has been delivered. Nothing in this Section restricts remedies for fraud, willful misconduct or a separately enforceable and uncured material breach.

ARTICLE VIII

TRANSFERS; LENDER PROTECTIONS; EXIT

Section 8.1 Sponsor Transfers. Except for an internal reorganization or transfer to a controlled Affiliate that does not change ultimate control, no direct or indirect transfer of the Sponsor Member's interests resulting in a change of control may occur without the prior written consent of the Ark7 Member.

Section 8.2 Ark7 Transfers. The Ark7 Member may transfer its interests to Ark7 Inc., Ark7 AIDC I, LLC, another Ark7-controlled entity or a successor entity, subject to applicable law and lender restrictions and assumption of applicable obligations.

Section 8.3 Lender Recognition; Cure and Step-In. As a condition to any financing secured by material Project assets or Member Interests, the parties shall use commercially reasonable efforts to obtain lender recognition that (a) Ark7 majority Class A voting control and Manager appointment rights will not be impaired by enforcement against Sponsor interests, (b) Ark7 and VCI will receive prompt notice of material defaults and reasonable cure opportunities where commercially available, and (c) to the extent legally and commercially available, Ark7 or its designee may make protective advances or designate a replacement service provider where necessary to preserve the Project and Ark7's rights. The parties shall cooperate to preserve the Project and both Members' vested economic rights throughout any lawful enforcement action.

Section 8.4 Sale and Exit; Agreed Gross-Value Allocation and Sponsor Debt Charge. No sale of all or substantially all Project assets, merger, dissolution, liquidation or material restructuring may occur without the approvals required under Articles III and IV. After transaction costs, applicable taxes, mandatory reserves and liabilities other than Sponsor Tracking Financing are accounted for, the parties shall calculate agreed member-level exit allocations on Project value before deducting outstanding Sponsor Tracking Financing: the Ark7 Member shall be allocated its then-vested Economic Percentage Interest of that value and the Sponsor Member shall be allocated its then-vested Economic Percentage Interest of that value. Outstanding Sponsor Tracking Financing, including required payoff amounts, shall be charged entirely to the Sponsor Member's allocated share in the internal economic waterfall. At actual closing, the Project Company's lenders and other legally senior creditors must be paid first from sale proceeds in accordance with applicable law and loan documents, and the remaining funds then distributed to implement the foregoing internal allocation without double payment. If available funds after mandatory payoffs are insufficient to satisfy the Ark7 Member's calculated share, Ark7's actual recovery is limited to the legally available proceeds unless a separate express guarantee or funding undertaking has been executed; no automatic personal deficiency obligation arises against VCI or its principals. Previously paid distributions, capital returns, refinancing proceeds and any accrued internal priorities shall be reconciled under a mutually agreed written closing statement to avoid double counting. A fully vested illustration, assuming $120,000,000 of Project value before Sponsor debt and $47,720,000 of outstanding Sponsor Tracking principal, no other adjustments, yields $31,200,000 for Ark7 and $41,080,000 for the Sponsor, with $47,720,000 applied to the lender. Any right of first refusal or similar right provided in the Investment Agreement, as amended, remains subject to the approvals otherwise required under this Agreement.

ARTICLE IX

REGULATION A; REGULATORY COOPERATION

Section 9.1 Regulatory Cooperation. The Company, Sponsor Member and VCI Energy Inc. shall cooperate with Ark7 Inc., Ark7 AIDC I, LLC and the Ark7 Member in connection with Form 1-A, Regulation A qualification, audits, ongoing reports on Forms 1-K, 1-SA and 1-U, state securities filings and other applicable regulatory requirements.

Section 9.2 Public Filing. The parties acknowledge that this Agreement, the Investment Agreement and other material Project agreements may be publicly filed with the U.S. Securities and Exchange Commission, subject to available confidential treatment or permitted redactions.

Section 9.3 Rule 262 and Bad-Actor Cooperation. The Sponsor Member, VCI Energy Inc. and their relevant managers, officers and nominees shall provide reasonable questionnaires, representations and updates requested by Ark7 in connection with Rule 262, Rule 506(d) or similar disqualification provisions and shall promptly notify Ark7 of any event that could reasonably affect eligibility for an offering exemption.

Section 9.4 Preservation of Regulatory Structure. Unless otherwise approved in writing by the Ark7 Member after consultation with securities counsel, the Company and Members shall not amend, reclassify, transfer or otherwise alter Class A voting rights, Manager appointment rights or other governance provisions in a manner that would materially impair the contemplated Regulation A or Investment Company Act structure.

ARTICLE X

TAX MATTERS

Section 10.1 Tax Matters. The Company shall maintain capital accounts for its Members in accordance with Section 704(b) of the Internal Revenue Code and applicable Treasury Regulations. Items of income, gain, loss, deduction and credit shall be allocated in a manner intended to reflect the Members' respective economic interests and the requirements of Sections 704(b) and 704(c), as applicable. The Manager shall designate the "partnership representative" for purposes of Subchapter C of Chapter 63 of the Internal Revenue Code and shall have authority to make elections, including an election under Section 754, if the Manager determines such election to be appropriate. To the extent reasonably practicable and subject to applicable law, lender restrictions, available cash and appropriate reserves, the Company may make tax distributions to Members in amounts determined by the Manager to assist Members in satisfying tax liabilities attributable to allocations of Company taxable income. The Manager may adopt additional tax allocation, capital-account and tax-distribution provisions reasonably necessary to comply with applicable tax law; provided that no such provision shall materially alter the Economic Percentage Interests or distribution rights of the Members without the consent otherwise required under this Agreement.

ARTICLE XI

DISSOLUTION

Section 11.1 Dissolution. The Company shall not voluntarily dissolve, liquidate or wind up except in accordance with Articles III, IV and VII or as required by applicable law.

ARTICLE XII

RELATIONSHIP TO INVESTMENT AGREEMENT

Section 12.1 Implementation. This Agreement is intended to implement the ownership, economic, governance, funding and regulatory arrangements contemplated by the Investment Agreement, as amended. The Investment Agreement shall continue in effect in accordance with its terms.

Section 12.2 Priority; Preservation of Funding and Management Entitlements. As to Company governance, Class A and Class B rights, economic participation, Manager appointment and removal and Member consent rights, this Agreement shall control to the extent of any conflict with the Investment Agreement, as amended. Nothing shall impair the Ark7 Member's right to contribute up to $20,280,000 and attain a 26% Economic Percentage Interest, or the Sponsor Member's contractual right to attain and retain a 74% Economic Percentage Interest by fulfilling its $57,720,000 Recognized Sponsor Funding responsibility, as expressly set forth herein. The Investment Agreement continues to govern obligations of Party A, Ark7 Inc. or VCI Energy Inc. that are not expressly assumed by the Company under this Agreement.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 Amendments; Entrenched Sponsor Protections. No amendment affecting the Ark7 Member's agreed majority Class A voting power, its rights under this Agreement to appoint, remove or replace the Manager, or the Ark7 Member's vested economic rights shall be effective without its prior written consent. No amendment, waiver, side letter, delegation or other action may modify, circumvent or diminish (a) the Sponsor Member's vested or contingent rights to earn the agreed 74% Economic Percentage Interest, (b) funding recognition, Sponsor Tracking or the operating and exit waterfalls, or (c) the Sponsor Protective Matters, without the Sponsor Member's prior written consent, except as expressly permitted under this Agreement. If VCI Energy Inc. is not the Sponsor Member, it shall remain an express third-party beneficiary of provisions expressly protecting its delegated Project role and related rights, and those protections may not be materially impaired without VCI's prior written consent.

Section 13.2 Specific Performance. The parties acknowledge that monetary damages may not provide an adequate remedy for breach of the ownership, voting, governance, funding, information or anti-circumvention provisions herein, and an affected party may seek specific performance, injunctive relief or other equitable remedies, subject to applicable law.

Section 13.3 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

Section 13.4 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

SCHEDULE A

MEMBERS; CLASS A VOTING POWER; ECONOMIC INTERESTS

Sponsor Member: VCI Energy Inc.

Ark7 Member: Ark7 AIDC I, LLC - Series #VNATI

Class A Voting Power: Ark7 Member 66 2/3%; Sponsor Member 33 1/3%

Base Project Cost for Economic Percentage Interests: $78,000,000, including approximately $3,500,000 budgeted actual land and power-upgrade costs.

Ark7 Funding Denominator: $20,280,000 (26% upon full funding).

Sponsor Funding Denominator: $57,720,000 (74% upon full Recognized Sponsor Funding).

Negotiated Sponsor Land-and-Power Value / Class A Reference Amount: $10,000,000 (commercial value supporting Sponsor economics and Class A sizing; not an extra construction cost, separate paid-in equity or duplicate credit against the Sponsor's $57,720,000 funding obligation).

Sponsor Class B Reference Amount: $47,720,000 (Class A/Class B sizing convention only).

Economic Percentage Interests: updated after each qualifying funding delivery under Article II.

Class B Interests: non-voting economic interests issued or credited in accordance with Article II.

SCHEDULE B

PROJECT

"Project" means the initial approximately 10 MW data center development located at 926 Commerce Drive, Soperton, Georgia, including the site, utility, development, infrastructure, equipment and operating rights attributable to that initial development. The Project excludes Phase II, expansion capacity, adjacent development and other future projects unless approved in accordance with this Agreement.

SIGNATURE PAGE

SPONSOR MEMBER

VCI Energy Inc.

By: /s/ Tianxing wang

Name: Tianxing wang

Title: CEO

Date: 11/3/2026

ARK7 AIDC I, LLC - SERIES #VNATI

By: Ark7 Inc., its Managing Member

By: /s/ Yizhen Zhao

Name: Yizhen Zhao

Title: CEO

Date: 11/3/2026

ASSET MANAGEMENT AGREEMENT

BETWEEN

ARK7 INC.

AND

A SERIES OF ARK7 AIDC I, LLC

This ASSET MANAGEMENT AGREEMENT (this "Agreement") is entered into as of the date of execution hereof between Ark7 Inc., a corporation organized under the laws of the State of Delaware (the "Asset Manager"), and Ark7 AIDC I, LLC - Series #VNATI (the "Series").

WHEREAS, the Series seeks to invest in the Series Asset (as defined in the Appendix) in accordance with the terms and conditions of the Limited Liability Company Agreement of Ark7 AIDC I, LLC, as amended, modified, supplemented or restated from time to time (the "Operating Agreement"), together with the applicable Series Designation;

WHEREAS, pursuant to the Operating Agreement, the Managing Member of the Series shall be responsible for the acquisition, management and disposition of the Series Asset as well as the business of the Series;

WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the Series Asset;

WHEREAS, the Asset Manager wishes to accept such appointment; and

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:

1. Appointment of Asset Manager; Acceptance of Appointment. The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series Asset. The Asset Manager hereby accepts such appointment.

2. Authority of the Asset Manager.

(a) Except as set forth in Section 2(d) below and any guidance as may be established from time to time by the Managing Member of the Series, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series Asset and to take any action that it deems necessary or desirable in connection therewith.

(b) The Asset Manager shall devote such time and attention to its duties under this Agreement as it reasonably determines necessary or appropriate in light of the nature and requirements of the Series Asset.

(c) The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.

(d) Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:

(i) incur any expenditure or enter into any contract outside the ordinary course of business or not contemplated by an approved budget in an amount equal to or greater than 1% of the value of the Series Asset as of such date, individually, or 3% of the value of the Series Asset as of such date, in the aggregate during any fiscal year, without the prior consent of the Managing Member of the Series; provided, however, that the Asset Manager may incur expenditures reasonably necessary to respond to an emergency or to protect the Series Asset from material damage or loss, provided that the Asset Manager promptly notifies the Managing Member of the Series;

or

(ii) sell, transfer, encumber or convey the Series Asset, provided, however, that the Asset Manager may deliver to the Managing Member of the Company any offers received by the Asset Manager to purchase the Series Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.

3. Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series Asset and to consult with the Managing Member of the Series regarding asset management decisions with respect to the Series Asset prior to execution. The Managing Member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the Managing Member of the Series may reasonably request regarding the Series Asset and the Asset Manager's performance hereunder or compliance with the terms hereof.

4. Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.

5. Limitation of Liability; Indemnification with respect to the Series Asset.

(a) None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, "Managing Parties") shall be liable to the applicable Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party's rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, with respect to the Series Asset, (ii) any tax liability imposed on the Series or the Series Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

(b) To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) and amounts paid in settlement (collectively, "Losses") to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party's fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.

(c) The Asset Manager gives no warranty as to the performance or profitability of the Series Asset or as to the performance of any third party engaged by the Asset Manager hereunder.

(d) The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.

6. Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with Section 2(c) without the need for the consent of the Series, provided that the Asset Manager's liability to the Series for all matters so delegated shall not be affected by such delegation.

7. Compensation and Expenses.

(a) As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the "Asset Management Fee") to the Asset Manager in respect of each fiscal year, equal to 15% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.

(b) Except as set forth in Section 5, the Series will bear all expenses of the Series Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion ("Operating Expenses Reimbursement Obligation").

(c) Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.

8. Services to Other Clients; Certain Affiliated Activities.

(a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.

(b) The Asset Manager's services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager's advice to another client and nor will the Asset Manager's fees be abated as a result.

9. Duration and Termination. Unless terminated as set forth below, this Agreement shall continue in full force and effect until one year after the date on which the Series Asset has been liquidated and the obligations connected to such Series Asset (including, without limitation, contingent obligations) have terminated or, if earlier, the removal of Ark7 Inc. as Managing Member of the Series. Either party may terminate this Agreement immediately upon a material breach of the Agreement by the other party, without penalty or other additional payment, except that the Series shall pay the Asset Management Fee of the Asset Manager referred to in section 7, pro-rated to the date of termination, together with all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 9, 11, 14 and 16 hereof shall survive the termination of this Agreement.

10. Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager's obligations and responsibilities to the Series under this Agreement, solely with respect to the Series Asset.

11. Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:

If to the Series:

c/o Ark7 Inc.

1 Ferry Building, Ste 201

San Francisco, CA 94111

Attention: President

Email: support@ark7.com

If to the Asset Manager:

Ark7 Inc.

1 Ferry Building, Ste 201

San Francisco, CA 94111

Attention: President

Email: support@ark7.com

12. Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.

13. Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.

14. Confidentiality. All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series Asset and except for disclosure to counsel, accountants and other advisors.

15. Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.

16. Governing Law; Jurisdiction.

(a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware.

(b) The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.

17. Counterparts. This Agreement may be executed in one or more counterparts with the same force and effect as if each of the signatories had executed the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective as of the date of execution hereof.

ASSET MANAGER

ARK7 INC.

By: /s/ Yizhen Zhao

Name: Yizhen Zhao

Title: CEO

THE SERIES

By: ARK7 INC., as managing member

By: /s/ Yizhen Zhao

Name: Yizhen Zhao

Title: CEO

APPENDIX

THE SERIES ASSET

Series Asset: The assets, interests and rights described in the applicable Offering Document and related transaction documents for the Series.

REAL ESTATE PURCHASE AND SALE AGREEMENT

PROJECT SOPERTON

BY AND BETWEEN

TREUTLEN COUNTY DEVELOPMENT AUTHORITY

("Seller")

AND

VCI ENERGY INC., A CALIFORNIA CORPORATION, OR ITS PERMITTED ASSIGNEE

("Buyer")

Effective Date: Date of the last signature below

REAL ESTATE PURCHASE AND SALE AGREEMENT

This Real Estate Purchase and Sale Agreement (this "Agreement") is entered into as of the Effective Date by and between TREUTLEN COUNTY DEVELOPMENT AUTHORITY, a Georgia Government development authority ("Seller"), and VCI ENERGY INC., a California corporation, or a project affiliate designated by VCI Energy Inc. before Closing ("Buyer"). Seller and Buyer may each be referred to as a "Party" and together as the "Parties."

RECITALS

A. Seller controls or intends to assemble and convey approximately 7.5 acres of industrial property in Soperton, Treutlen County, Georgia, preliminarily identified on Exhibit A and consisting of an approximately 4.1-acre improved parcel and adjacent parcels of approximately 2.0 acres and 1.4 acres.

B. Buyer intends to evaluate, acquire and develop the Property for a modular, liquid-cooled artificial-intelligence data center and related power, cooling, backup generation, telecommunications, office, storage and support infrastructure (the "Project").

C. The Parties signed a non-binding letter of intent dated July 30, 2026, which the Authority acknowledged on August 4, 2026, and now desire to state their binding agreement concerning the purchase and sale of the Property.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

BASIC TRANSACTION TERMS

1. PROPERTY AND PURCHASE

1.1 Property. Subject to the terms of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the approximately 7.5-acre property preliminarily shown on Exhibit A, together with: (a) all buildings, structures and other improvements located on it; (b) all easements, rights-of-way, access rights, utility rights, water and sewer rights, development rights and appurtenances benefiting it; and (c) Seller's assignable plans, studies, reports, warranties and permits relating to it (collectively, the "Property"). The final acreage and legal description will be established by the Survey and parcel assembly/recombination required under Section 5.

1.2 Purchase Price. The purchase price for the Property is One Million Three Hundred Eighty-Six Thousand Dollars (US$1,386,000) (the "Purchase Price"). The Purchase Price will be paid in immediately available funds at Closing, less the Earnest Money and subject to prorations, credits and other adjustments under this Agreement.

1.3 Proposed Use. Buyer may develop and use the Property for the Project and any lawful ancillary or compatible uses, including modular data halls, power and distribution equipment, UPS and battery systems, backup generators, fuel storage, liquid-cooling equipment, dry coolers, telecommunications, security, office, storage, maintenance, roads, parking, stormwater and utility facilities.

2. EARNEST MONEY AND ESCROW

2.1 Deposit. Within five (5) Business Days after the Effective Date, Buyer will deposit Ten Thousand Dollars (US$10,000) (the "Earnest Money") with a Georgia-licensed title company or closing attorney selected by Buyer and reasonably acceptable to Seller (the "Escrow Agent"). The Earnest Money will be held in a non-interest-bearing account unless otherwise agreed.

2.2 Application and Return. The Earnest Money will be applied to the Purchase Price at Closing. If Buyer terminates this Agreement during the Due Diligence Period, or if a Buyer closing condition is not satisfied or waived, the Earnest Money will be promptly returned to Buyer. After expiration of the Due Diligence Period, the Earnest Money will be nonrefundable except as otherwise expressly provided in this Agreement.

3. BUYER-LED DUE DILIGENCE; UTILITY AND PERMITTING; ACCESS; TERMINATION

3.1 Due Diligence Period; Buyer Responsibility. The "Due Diligence Period" begins on the Effective Date and expires at 5:00 p.m. Eastern Time on the seventy-fifth (75th) day after the Effective Date. Buyer, at its sole cost and expense, will be primarily responsible for planning, managing and completing all investigations it considers appropriate, including electric power, water, sewer, fire flow, natural gas, fiber, title, survey, zoning, permitting, environmental, geotechnical, floodplain, wetlands, drainage, stormwater, existing-building, structural, utility, access, tax-incentive and constructability review. Except for Seller's express obligations concerning Seller Materials, access, the Survey, parcel assembly/recombination, title, and the limited governmental and permit cooperation described in Section 4 and Exhibit B, Seller has no obligation to perform Buyer's diligence or to commission, obtain or pay for third-party studies, reports, confirmations or approvals on Buyer's behalf.

3.2 Buyer-Led Utility and Permitting Workstreams. During the Due Diligence Period, Buyer may, at its sole cost and without waiving any termination right or closing condition: (a) communicate and negotiate directly with the applicable electric cooperative, transmission provider and other utilities to investigate, reserve, commit or otherwise secure approximately ten (10) MW of aggregate electric capacity for the Project, including any engineering study, capacity letter, reservation agreement, deposit arrangement, service agreement, construction agreement or similar documentation acceptable to Buyer; and (b) cause its design professionals to prepare and submit conceptual, preliminary and permit-level plans and applications for the Project. Buyer, or a project affiliate designated by Buyer, will be the customer of record and will enter into any electric-utility or other utility agreement directly with the applicable provider. Seller will not be a party to, and will have no payment, performance, capacity, rate or service obligation under, any such agreement, except that Seller will provide reasonable owner consents, access authorizations or property-related easements that are necessary for service to the Property and are reasonably acceptable to Seller, all subject to Section 4 and Exhibit B. Buyer's expenditure of funds, submission of plans, payment of utility or permit fees, or commencement of agency review will not obligate Buyer to waive any condition or complete the purchase.

3.3 Local Consultants and Information Sources. Buyer may retain qualified local attorneys, engineers, surveyors, environmental consultants, title professionals and other consultants to perform the Due Diligence. Buyer will be responsible for requesting and obtaining records, studies, confirmations and other documents directly from electric utilities, water and sewer providers, gas and other energy providers, the City of Soperton, Treutlen County, environmental consultants, regulatory agencies and other relevant third parties. Seller is not expected to possess or furnish every diligence item and is not required to obtain third-party information for Buyer, but will provide materials reasonably available in Seller's possession or control and reasonable introductions or coordination assistance when requested.

3.4 Access. Upon reasonable prior notice, Buyer and its consultants may enter the Property to perform inspections, measurements, surveys and non-destructive testing. Invasive testing, including soil borings or environmental sampling, requires Seller's prior written approval, not to be unreasonably withheld, conditioned or delayed. Buyer will maintain commercially reasonable liability insurance, comply with law, minimize interference and repair material physical damage caused by its activities. Buyer will not be responsible for pre-existing conditions discovered by its activities.

3.5 Buyer Termination Right. Buyer may terminate this Agreement for any reason or no reason by written notice delivered before expiration of the Due Diligence Period. Upon termination, the Earnest Money will be returned to Buyer, the Parties will have no further obligations except those expressly surviving termination, and Buyer will provide Seller copies of final third-party reports paid for by Buyer if Buyer is legally permitted to do so and Seller reimburses Buyer's out-of-pocket cost for the applicable report.

4. LIMITED SELLER MATERIALS; GOVERNMENTAL AND PERMIT COOPERATION

4.1 Seller Materials. Within ten (10) Business Days after the Effective Date, Seller will deliver or make available to Buyer the materials in Seller's possession or control that materially relate to the Property or Project, including prior surveys, deeds, title materials, environmental or geotechnical reports, utility information, building plans, code notices, tax and incentive information, leases, service contracts, easements and pending applications. Seller makes no representation that its files are complete, except that Seller will not knowingly withhold a material document. Seller is not required to create, purchase, commission or obtain any third-party report, utility confirmation, study or approval for Buyer unless this Agreement expressly states otherwise.

4.2 Buyer Plans and Applications. During the Due Diligence Period and after Closing, Buyer may prepare and submit preliminary, conceptual, civil, architectural, structural, electrical, mechanical, utility, fire-protection and site-development drawings and related permit materials (collectively, the "Buyer Plans"). Buyer may phase the Buyer Plans as conceptual, preliminary and permit-level packages and will be responsible, at its cost, for their professional preparation, accuracy, filing, prosecution and technical responses. Buyer may provide copies of the Buyer Plans to Seller when an owner consent, signature, authorization, meeting or other assistance under this Section is reasonably required.

4.3 Limited Seller Permit Assistance. Promptly after receiving the applicable Buyer Plans or a permit-related request, Seller will use commercially reasonable, good-faith efforts to assist Buyer in seeking zoning confirmations, land-use approvals, building permits, site-development permits, fire approvals and other governmental approvals reasonably required for the Project (collectively, the "Project Approvals"). Buyer will lead, manage and prosecute the Project Approval process. Electric and other utility capacity, service terms and utility contracts will be pursued directly by Buyer under Sections 3.2 and 6.1 and are not obligations of Seller. Seller's governmental cooperation will begin during the Due Diligence Period and continue after Closing as provided below. Subject to applicable law and Seller's governing procedures, Seller will:

• provide owner authorizations, consents and signatures reasonably required for applications filed before Closing;
• provide available property and governmental records and any utility information already in Seller's possession or control, and identify appropriate agency or utility contacts known to Seller, without being required to obtain confirmations or studies from those third parties;
• make reasonable introductions and coordinate meetings with Treutlen County, the City of Soperton, building and fire officials, planning and zoning personnel, and other agencies having jurisdiction; at Buyer's request, Seller may introduce Buyer to utility contacts, but Buyer will conduct all substantive utility diligence and negotiations directly;
• execute letters of support, owner affidavits, owner consents, access authorizations and property-related easement instruments reasonably required for the Project Approvals or utility service to the Property, provided the document is legally permissible, reasonably acceptable to Seller, and does not impose material unreimbursed liability, payment obligations or utility-service obligations on Seller;
• reasonably assist Buyer in responding to governmental comments concerning ownership, site control, parcel assembly, access or the Authority's economic-development support; Buyer and its consultants will be responsible for technical, design, environmental and utility comments and responses; and
• not affirmatively oppose the Project or authorize a materially conflicting use or encumbrance affecting the Property before Closing.

4.4 No Approval or Utility Guarantee; Fees. Seller does not guarantee issuance of any Project Approval, availability or timing of utility service, electric capacity, rates, deposits or the action of any independent agency or utility. Buyer will be responsible for conducting the Due Diligence, negotiating and entering into utility contracts, retaining and paying its consultants, and paying all published application, permit, utility-study, reservation, deposit, connection, review and service fees charged to the Project. Seller will bear only its internal staff time and the costs expressly allocated to Seller under this Agreement. The obligations in Sections 4.2 through 4.4 survive Closing for eighteen (18) months or until issuance of the initial building and site-development permits for the Project, whichever first occurs.

5. SURVEY; PARCEL ASSEMBLY; TITLE

5.1 Survey. Within thirty (30) days after the Effective Date, Seller will cause a Georgia-licensed surveyor to prepare a current boundary survey showing the Property, improvements, access, easements, encroachments, rights-of-way and the legal description (the "Survey"). Seller will pay the cost of a standard boundary survey. Buyer will pay the incremental cost of any ALTA/NSPS or additional certification requested by Buyer.

5.2 Parcel Assembly and Recombination. Before Closing, Seller will, at Seller's cost, complete all transfers, subdivisions, recombinations, road-area adjustments, governmental approvals and recordings necessary to create and convey the approximately 7.5-acre Property as one or more legally conveyable parcels with lawful access. Seller will provide recordable final legal descriptions and evidence reasonably satisfactory to Buyer and the title insurer.

5.3 Title Commitment. Buyer will obtain a title commitment from a title insurer selected by Buyer. Buyer may notify Seller of title or survey objections at any time before the earlier of: (a) ten (10) Business Days after Buyer receives both the title commitment and Survey; or (b) the sixty-fifth (65th) day after the Effective Date. Seller will cure, at or before Closing, monetary liens created by Seller, conveyance defects, and objections Seller expressly agrees to cure. Seller will use commercially reasonable efforts to cure other objections.

5.4 Failure to Cure or Assemble. If Seller cannot timely cure an objection or assemble and convey the Property, Buyer may: (a) waive the objection; (b) extend Closing for up to thirty (30) days; or (c) terminate this Agreement and receive the Earnest Money. Seller will not be required to commence litigation or pay an amount exceeding the Purchase Price to cure a non-monetary defect unless Seller agrees in writing.

6. UTILITY, LAND-USE AND INCENTIVE CONDITIONS

6.1 Buyer Utility Responsibility and Closing Condition. Buyer, at its sole cost and expense, will independently confirm the availability, capacity, configuration, rates, delivery schedule and other terms of electric, water, sewer, fire-flow, natural-gas and telecommunications service for the Project. Buyer, or a project affiliate designated by Buyer, will negotiate and enter into directly with the applicable provider any electric-capacity study, reservation, deposit, service, construction or other utility agreement. Seller is not required to obtain, reserve, guarantee, contract for or pay for any utility capacity or service. Buyer's obligation to close is conditioned on Buyer's receipt and written approval, in Buyer's reasonable discretion, of a binding or otherwise commercially satisfactory written commitment, reservation, service agreement, capacity letter or equivalent evidence confirming the availability to the Project of approximately ten (10) MW of aggregate electric capacity, contemplated as two approximately five (5) MW sources operating simultaneously or another configuration acceptable to Buyer. Buyer must also approve the applicable voltage, delivery points, metering, rates, deposits, schedule, required studies and upgrades, together with water availability, pressure and fire-flow capacity, sewer or discharge capability, and available natural-gas and telecommunications service. Seller's role is limited to providing existing information in its possession or control, reasonable introductions, and legally permissible owner consents, access authorizations or property-related easements reasonably necessary for service to the Property. Seller does not warrant utility capacity, service, rates, timing or third-party performance.

6.2 Land-Use and Permit Condition. During the Due Diligence Period, Buyer, through its design professionals and at its cost, intends to advance project design and prepare, submit and prosecute the initial permit and approval packages reasonably necessary to establish the Project's permitting pathway. Buyer's obligation to close is conditioned on Buyer's written determination, in Buyer's reasonable discretion, that: (a) the intended data-center use and associated modular buildings, generators, fuel storage, cooling equipment, utilities, access, stormwater and fire-protection systems are legally and technically approvable; and (b) the applicable agencies have accepted, commenced review of, or otherwise provided a commercially reasonable path for the initial applications. Final issuance of all construction permits is not required before Closing unless Buyer elects otherwise in writing. Seller will provide only the owner-level and governmental cooperation expressly described in Section 4 and Exhibit B, and those obligations survive Closing as stated there.

6.3 Economic Development Incentives. Seller will use good-faith efforts during the Due Diligence Period to document the reduced property-tax millage or an economically equivalent incentive package previously discussed by the Parties, including the term, conditions, Authority fees and any clawback provisions. Buyer's approval of the final incentive documentation is a condition to Buyer's obligation to close unless waived in writing.

7. CLOSING

7.1 Closing Date. The consummation of the transaction (the "Closing") will occur through the Escrow Agent on or before the date that is ninety (90) days after the Effective Date (the "Closing Date"), or on an earlier date agreed in writing. If the Closing Date falls on a weekend or legal holiday, Closing will occur on the next Business Day. Buyer may extend the Closing Date once, for up to thirty (30) days, by written notice if the Survey, parcel assembly/recombination, title cure, Buyer's utility commitment or service agreement, Project Approval review or Authority closing approvals remain pending despite Buyer's timely diligence, negotiations and submissions.

7.2 Seller Closing Deliveries. At Closing, Seller will deliver: (a) a duly executed special warranty deed, or other deed customarily used by the Authority and reasonably acceptable to Buyer and the title insurer, conveying marketable fee-simple title to the Property; (b) the final Survey and legal description; (c) an owner's affidavit and gap indemnity reasonably required by the title insurer; (d) evidence of Authority board approval and authorization; (e) a non-foreign affidavit under Section 1445 of the Internal Revenue Code, if applicable; (f) assignments of assignable warranties, plans, permits and contracts elected by Buyer; (g) keys and possession; (h) the settlement statement; and (i) other customary documents reasonably required to close.

7.3 Buyer Closing Deliveries. At Closing, Buyer will deliver: (a) the Purchase Price, less the Earnest Money and credits; (b) evidence of Buyer authority; (c) the settlement statement; and (d) other customary documents reasonably required to close.

7.4 Prorations and Costs. Real-property taxes, assessments, rents, utilities and similar items will be prorated as of Closing. Seller will pay the cost of the standard boundary survey, parcel assembly/recombination, deed preparation, Seller's title cure costs, Seller's legal fees and any transfer tax imposed on Seller. Buyer will pay the title premium, recording fees, Buyer's legal and diligence costs, ALTA/NSPS survey upgrades, Buyer's design and permit costs, and all utility study, reservation, deposit, connection, construction and service costs attributable to the Project. Each Party will pay its other costs unless this Agreement provides otherwise.

7.5 Possession. Seller will deliver exclusive possession of the Property at Closing, free of occupants, tenancies, service contracts and personal property not accepted by Buyer, except matters approved by Buyer in writing.

8. SELLER REPRESENTATIONS AND WARRANTIES

8.1 Seller Representations. Seller represents and warrants to Buyer as of the Effective Date and Closing, except as disclosed in writing to Buyer, that:

• Seller is duly constituted under Georgia law, has authority to execute and perform this Agreement, and will obtain all required board and governmental approvals before Closing;
• Seller owns, or before Closing will own and have authority to convey, the Property;
• Seller has not entered into any binding sale contract, option, lease, right of first refusal or other agreement affecting the Property that will survive Closing, except matters disclosed to Buyer;
• there is no pending litigation, condemnation proceeding or written governmental violation affecting the Property that Seller has received and not disclosed to Buyer;
• to Seller's actual knowledge, without independent investigation, Seller has not placed regulated hazardous substances on the Property in violation of applicable environmental law and has received no unresolved written environmental violation notice concerning the Property;
• Seller has not granted any broker, finder or advisor a right to a commission payable by Buyer, except as separately disclosed in writing; and
• Seller has not knowingly furnished Buyer a document containing a material misstatement of fact, although Seller does not warrant information prepared by third parties.

8.2 Survival. Seller's representations and warranties survive Closing for twelve (12) months. Claims based on fraud, intentional misrepresentation, title covenants in the deed, or obligations expressly stated to survive are not limited by that twelve-month period.

9. BUYER REPRESENTATIONS

9.1 Buyer Representations. Buyer is a corporation duly incorporated under California law, has authority to execute and perform this Agreement, and the person signing for Buyer is authorized to bind Buyer. Buyer has not granted any broker, finder or advisor a right to a commission payable by Seller, except as separately disclosed in writing.

10. PRE-CLOSING COVENANTS

10.1 Operation and Preservation. Before Closing, Seller will maintain the Property in substantially its present condition, ordinary wear and casualty excepted; will not remove material fixtures; and will not enter into a new lease, service contract, easement, encumbrance or sale agreement affecting the Property without Buyer's written consent, which will not be unreasonably withheld for ordinary utility or governmental matters that do not adversely affect the Project.

10.2 Public Statements and Confidentiality. The Parties will protect non-public customer, technical, financial and project information to the extent permitted by applicable law. Seller may disclose records or information required by the Georgia Open Records Act, public-meeting requirements, board-approval procedures or other law, but will, where legally permitted, give Buyer prompt notice before disclosure and reasonably cooperate regarding confidential or trade-secret treatment. No voluntary public announcement identifying Buyer's customer or non-public technical or financial terms will be made without Buyer's prior written consent.

11. CONDITION OF PROPERTY; CASUALTY; CONDEMNATION

11.1 As-Is Condition. Except for Seller's express representations, covenants and closing obligations, Buyer acknowledges that it will acquire the Property in its then-existing "AS IS, WHERE IS" condition, with all faults, after having the opportunity to inspect it. This provision does not waive Seller's obligations concerning title, parcel assembly, access, permit cooperation, fraud or intentional concealment.

11.2 Casualty or Condemnation. Seller bears the risk of loss until Closing. If before Closing a material casualty occurs or a condemnation is filed or threatened in writing, Buyer may terminate and receive the Earnest Money or proceed to Closing and receive any assignable insurance proceeds or condemnation award, together with an appropriate credit for any deductible or uninsured loss.

12. CLOSING CONDITIONS

12.1 Conditions for Buyer. Buyer's obligation to close is conditioned on: (a) Seller's representations being true in all material respects; (b) Seller's performance of its covenants; (c) marketable title and an insurable legal description; (d) completion of parcel assembly/recombination for the approximately 7.5-acre Property; (e) Buyer's independent receipt, negotiation and approval or waiver of the electric-capacity, other utility, permitting and incentive conditions; (f) no material casualty or condemnation; (g) Buyer's internal investment approval; and (h) delivery of all Seller closing documents. These conditions are for Buyer's benefit and may be waived only in writing by Buyer.

12.2 Conditions for Seller. Seller's obligation to close is conditioned on Buyer's representations being true in all material respects, Buyer's performance of its covenants, Buyer's delivery of the Purchase Price and Buyer's closing documents, and Seller's receipt of required Authority board approvals.

13. DEFAULT AND REMEDIES

13.1 Seller Default. If Seller materially defaults and fails to cure within five (5) Business Days after written notice, Buyer may elect to: (a) terminate and receive the Earnest Money plus reimbursement of Buyer's documented third-party diligence costs up to Fifty Thousand Dollars (US$50,000); or (b) seek specific performance and other equitable relief to the fullest extent permitted by law, together with recovery of reasonable attorneys' fees if awarded by a court. Buyer waives consequential and punitive damages except in the case of fraud or intentional misconduct.

13.2 Buyer Default. If Buyer materially defaults after expiration of the Due Diligence Period and fails to cure within five (5) Business Days after written notice, Seller's sole and exclusive monetary remedy will be retention of the Earnest Money as liquidated damages, the Parties acknowledging that actual damages would be difficult to determine. This limitation does not apply to Buyer's indemnity for physical damage caused by its site activities or to obligations expressly surviving termination.

14. MISCELLANEOUS

14.1 Assignment. Buyer may assign this Agreement, without Seller's consent, to an affiliate, project company, financing entity or customer-related special-purpose entity controlled by or under common control with VCI Energy Inc., provided the original Buyer remains liable until Closing unless Seller releases it in writing. Any other assignment requires Seller's reasonable consent.

14.2 Notices. Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified U.S. mail, or email with confirmation of transmission, to the addresses stated below the signature blocks or to a replacement address designated by notice. A notice is effective upon receipt, except email received after 5:00 p.m. local time is deemed received the next Business Day.

14.3 Entire Agreement; Amendments. This Agreement, including its exhibits, is the entire binding agreement concerning the transaction and supersedes prior non-binding proposals and discussions, including the LOI, except any confidentiality obligation expressly intended to survive. An amendment or waiver must be in a writing signed by both Parties.

14.4 Governing Law; Venue. Georgia law governs this Agreement. Subject to any sovereign-immunity or jurisdictional limitations that cannot legally be waived, any action arising from this Agreement will be brought in a court of competent jurisdiction in Treutlen County, Georgia. Each Party waives trial by jury to the fullest extent permitted by law.

14.5 Authority and Counterparts. Each signer represents that he or she is authorized to bind the applicable Party. This Agreement may be signed in counterparts and by electronic signature, each of which will be deemed an original and all of which together constitute one agreement.

14.6 Time; Business Days. Time is of the essence. "Business Day" means a day other than Saturday, Sunday or a Georgia legal holiday. If a deadline falls on a non-Business Day, it moves to the next Business Day.

14.7 No Third-Party Beneficiaries. This Agreement benefits only the Parties and their permitted successors and assigns, except the Escrow Agent may rely on the provisions relating to escrow.

14.8 Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in effect.

14.9 Further Assurances. Before and after Closing, each Party will execute and deliver further documents and take further actions reasonably necessary to carry out this Agreement, provided no Party is required to assume a material new economic obligation not stated here.

SIGNATURES

The Parties have executed this Agreement effective as of the date of the last signature below.

SELLER:

TREUTLEN COUNTY DEVELOPMENT AUTHORITY

By: /s/ Rodney Broussard

Name: Rodney Broussard

Title: Chairman

Date: 09/23/2026

Notice Address:

1830 Martin Luther King Jr. Drive

Soperton, Georgia 30457

Attn: Sean Register / Board of Directors

Email: [INSERT]

Attest: ______________________________

Secretary

BUYER:

VCI ENERGY INC., a California corporation, or permitted assignee

By: /s/ Carl Wang

Name: Carl Wang

Title: CEO / Authorized Representative

Date: 9/23/2026

Notice Address:

798 N. 1st Street

San Jose, California 95112

Attn: Carl Wang

Email: [INSERT]

ESCROW AGENT ACKNOWLEDGMENT

The undersigned Escrow Agent acknowledges receipt of a fully executed copy of this Agreement and agrees to hold and disburse the Earnest Money in accordance with its terms.

Escrow Agent: ______________________________

By: ______________________________ Name/Title: ______________________________ Date: ____________________

EXHIBIT A

PRELIMINARY PROPERTY IDENTIFICATION

For identification only. Final acreage, parcel numbers, boundaries and legal descriptions are subject to survey, title review and parcel assembly/recombination.

BEFORE EXECUTION: Insert the current tax parcel identification numbers and/or recordable legal descriptions for each component parcel. The final Survey legal description should replace or supplement this preliminary exhibit by written amendment before Closing.

Preliminary configuration of the approximately 7.5-acre Property: approximately 4.1-acre improved parcel (red), approximately 2.0-acre parcel (green), and approximately 1.4-acre parcel (blue).

EXHIBIT A-2 - PRELIMINARY PARCEL RECOMBINATION REFERENCE

EXHIBIT B

PERMIT AND GOVERNMENTAL COOPERATION PROTOCOL

This Exhibit supplements Section 4 and defines Seller's limited owner-level and governmental coordination responsibilities. Buyer will lead, manage and pay for the Due Diligence, utility confirmation and contracting, design, permit preparation, application filing and technical review process. Nothing in this Exhibit requires Seller to guarantee any permit or utility service, negotiate or sign a utility service agreement, or bind a separate governmental body or utility.

Greywood CPA PLLC

8401 Mayland Dr, Suite V

Richmond, Virginia 23294

greywoodcpa.com

CONSENT OF INDEPENDENT AUDITOR

We consent to the inclusion in the Offering Statement on Form 1-A of Ark7 AIDC I, LLC, and in the offering circular that forms part of it, of our report dated November 6, 2026, relating to the balance sheet of Ark7 AIDC I, LLC as of September 30, 2026, and the related statements of income, members' equity and cash flows for the period from September 29, 2026 (inception date) to September 30, 2026, and the related notes to the financial statements.

We also consent to the reference to our firm under the caption "Experts" in the offering circular.

/s/ Greywood CPA PLLC

Greywood CPA PLLC

Richmond, Virginia

November 6, 2026

Ark7 AIDC I, LLC

1 Ferry Building, Ste 201

San Francisco, CA 94111

November 6, 2026

Ladies and Gentlemen:

We are acting as special counsel to Ark7 AIDC I, LLC, a Delaware series limited liability company (the "Company") with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement and the pre-qualification amendments cover the contemplated sale of membership interest (the "Interests") in each of the applicable series of the Company (each, a "Series") as set forth on Schedule 1 hereto (each, an "Offering").

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the certificate of formation of the Company, its Limited Liability Company Agreement, and the Series Designation of each Series undertaking an Offering, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the Interests being sold pursuant to the offering statement have been authorized by all necessary series limited liability company actions of the Company and, when issued in the manner described in the offering statement, validly issued, fully paid and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement.

Yours truly,

/s/ Legal Department, Ark7 Inc.

Legal Department

Ark7 Inc.

SCHEDULE 1