ASSET MANAGEMENT AGREEMENT BETWEEN ARK7 INC. AND ARK7 PROPERTIES PLUS - SERIES #P7FJ5 LLC
Exhibit 6.15
BETWEEN
ARK7 INC.
AND
ARK7 PROPERTIES PLUS - SERIES #P7FJ5 LLC
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of September 10, 2022 is entered into between Ark7 Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Ark7 Properties Plus - Series #P7FJ5 LLC (the “#P7FJ5”).
WHEREAS, the Asset Manager wishes to accept such appointment; and
2. Authority of the Asset Manager.
(a) Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the Managing Member of the #P7FJ5, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the #P7FJ5 Asset and to take any action that it deems necessary or desirable in connection therewith.
(b) The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(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) acquire any asset or service for an amount equal to or greater than 1% of the value of the #P7FJ5 Asset as of such date, individually, or 3% of the value of the #P7FJ5 Asset as of such date, in the aggregate without the prior consent of the Managing Member of the #P7FJ5;
or
(ii) sell, transfer, encumber or convey the #P7FJ5 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 #P7FJ5 Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the #P7FJ5 Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.
5. Limitation of Liability; Indemnification with respect to the #P7FJ5 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 #P7FJ5 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 #P7FJ5 Asset, (ii) any tax liability imposed on the #P7FJ5 or the #P7FJ5 Asset, or (iii) any losses due to the actions or omissions of the #P7FJ5 or any brokers or other current or former agents or advisers of the #P7FJ5.
(b) To the fullest extent permitted by applicable law, the #P7FJ5 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 #P7FJ5 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 #P7FJ5 Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
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(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 #P7FJ5 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.
(a) As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the #P7FJ5 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 #P7FJ5 to its Members.
(b) Except as set forth in Section 5, the #P7FJ5 will bear all expenses of the #P7FJ5 Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the #P7FJ5 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 #P7FJ5 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 #P7FJ5 are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients. The #P7FJ5 acknowledges and agrees that the Asset Manager may, without prior notice to the #P7FJ5, give advice to such other clients. The Asset Manager shall not be liable to account to the #P7FJ5 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.
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If to the #P7FJ5:
Ark7 Properties Plus - Series #P7FJ5 LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: President
Email: xxxxxxx@xxx0.xxx
If to the Asset Manager:
Ark7 Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: President
Email: xxxxxxx@xxx0.xxx
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.
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ASSET MANAGER
ARK7 INC.
By: | /s/ Xxxxxx Xxxx | ||
Name: | Xxxxxx Xxxx | ||
Title: | CEO |
ARK7 PROPERTIES PLUS - SERIES #P7FJ5 LLC
By: ARK7 INC., as managing member | |||
By: | /s/ Xxxxxx Xxxx | ||
Name: | Xxxxxx Xxxx | ||
Title: | CEO |
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APPENDIX
THE #P7FJ5 ASSET
Property Address: | 0000 Xxxx Xxxx, Xxxxxxxxx, XX 00000 |
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