EX1A-3 HLDRS RTS 4 ark7propertiesadvance_ex3-5.htm

SERIES #HEEMV 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 #HEEMV ("#HEEMV"), 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 #HEEMV

Effective date of establishment

August 30, 2024

Managing Member

Ark7 Inc. was appointed as the Managing Member of #HEEMV with effect from the date of the Agreement and shall continue to act as the Managing Member of #HEEMV until dissolution of #HEEMV 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 #HEEMV shall comprise any assets and liabilities associated with such asset and such other assets and liabilities acquired by #HEEMV 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 #HEEMV Interests the Company can issue is 100,000.

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

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

Broker

 

Brokerage Fee

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

Interest Designation

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

Voting

Subject to Section 3.5 of the Operating Agreement, the #HEEMV 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 #HEEMV 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 #HEEMV Interests then Outstanding shall be required for:

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

Notwithstanding the foregoing, the separate approval of the holders of Series #HEEMV 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 #HEEMV 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 #HEEMV 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 #HEEMV Interests.

Officers

There shall initially be no specific officers associated with #HEEMV, although, the Managing Member may appoint Officers of #HEEMV 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.