EX1A-3 HLDRS RTS 5 ark7propertiesadvance_ex3-1.htm

SERIES #TPVS2 DESIGNATION

 

In accordance with the Limited Liability Company Agreement (the "Operating Agreement") of Ark7 Properties Advance LLC (the "Company") dated October 12, 2023 (the "Agreement") and upon the execution of this designation by the Company and Ark7 Inc. in its capacity as Managing Member of the Company and Initial Member of Ark7 Properties Advance LLC - Series #TPVS2 ("#TPVS2"), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement.

 

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

 

 

Name of Series

 

Ark7 Properties Advance LLC - Series #TPVS2

 

Effective date of establishment

 

October 12, 2023

 

Managing Member

 

Ark7 Inc. was appointed as the Managing Member of #TPVS2 with effect from the date of the Agreement and shall continue to act as the Managing Member of #TPVS2 until dissolution of #TPVS2 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X.

 

Initial Member

 

Ark7 Inc.

 

Series Asset

 

The Series Assets of #TPVS2 shall comprise 20 N State St, Unit 307, Chicago, IL 60602 which will be acquired by #TPVS2 upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #TPVS2 from time to time, as determined by the Managing Member in its sole discretion

 

Asset Manager

 

Ark7 Inc.

 

Management Fee

 

As stated in Section 6.5 of the Operating Agreement.

 

Purpose

 

As stated in Section 2.4 of the Operating Agreement.

 

Issuance

 

Subject to Section 6.3(a)(i) of the Operating Agreement, the maximum number of #TPVS2 Interests the Company can issue is 2,640.

 

Number of #TPVS2 Interests held by the Managing Member and its Affiliates

 

The Managing Member must purchase a minimum of 10 #TPVS2 Interests and may purchase a maximum of 19.9% of #TPVS2 Interests through the Offering.

 

Interest Designation

 

No Interest Designation shall be required in connection with the issuance of #TPVS2 Interests.

 

Voting

 

Subject to Section 3.5 of the Operating Agreement, the #TPVS2 Interests shall entitle the Record Holders thereof to one vote per

Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of #TPVS2 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement.

 

The affirmative vote of the holders of not less than a majority of the #TPVS2 Interests then Outstanding shall be required for:

  1. any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the #TPVS2 Interests;
  2. mergers, consolidations or conversions of #TPVS2 or the Company; and
  3. all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding #TPVS2 Interests voting as a separate class.

Notwithstanding the foregoing, the separate approval of the holders of Series #TPVS2 Interests shall not be required for any of the other matters specified under Section 12.1 of the Operating Agreement.

 

Splits

 

There shall be no subdivision of the #TPVS2 Interests other than in accordance with Section 3.7 of the Operating Agreement.

 

Sourcing Fee

 

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

 

Other rights

 

Holders of #TPVS2 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 #TPVS2 Interests.

 

Officers

 

There shall initially be no specific officers associated with #TPVS2, although, the Managing Member may appoint Officers of #TPVS2 from time to time, in its sole discretion.

 

Aggregate Ownership Limit

 

As stated in Section 1.1 of the Operating Agreement.

 

Minimum Interests

 

One (1) Interest per Member

 

Fiscal Year

 

As stated in Section 8.2 of the Operating Agreement.

 

 

Information Reporting

 

 

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

 

Termination

 

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

 

Liquidation

 

As stated in Section 11.3 of the Operating Agreement.

 

Amendments to this Exhibit

 

As stated in Article XII of the Operating Agreement.