AMENDED AND RESTATED SERIES LIMITED LIABILITY COMPANY AGREEMENT OF WHIMSY PROPERTIES LLCSeries Limited Liability Company Agreement • August 15th, 2024 • Whimsy Properties LLC • Delaware
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGER OR THEIR 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.
Broker-Dealer AgreementBroker-Dealer Agreement • August 15th, 2024 • Whimsy Properties LLC
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Whimsy.LLC (“Client”), and Dalmore Group, LLC., a Delaware Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as 2023-10-12 (the “Effective Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2024 • Whimsy Properties LLC • Delaware
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.
ESCROW AGREEMENTEscrow Agreement • August 15th, 2024 • Whimsy Properties LLC • New York
This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:
SERIES DESIGNATIONSeries Designation • August 15th, 2024 • Whimsy Properties LLC
In accordance with the Limited Liability Company Agreement of Whimsy Properties LLC (the “Company”) dated February 15, 2024 (the “Agreement”) and upon the execution of this designation by the Company and Whimsy LLC in its capacity as Managing Member of the Company and Initial Member of Whimsy Properties LLC - Series #1 (“Series #1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement.
SECOND AMENDED AND RESTATED SERIES LIMITED LIABILITY COMPANY AGREEMENT OF WHIMSY PROPERTIES LLCProperty Management Agreement • November 8th, 2024 • Whimsy Properties LLC • Real estate • Delaware
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGER OR THEIR 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.
AMENDED AND RESTATED SERIES DESIGNATIONSeries Designation • November 8th, 2024 • Whimsy Properties LLC • Real estate
In accordance with the Second Amended and Restated Limited Liability Company Agreement of Whimsy Properties LLC (the “Company”) dated September 30, 2024 (the “Agreement”) and upon the execution of this designation by the Company and Whimsy LLC in its capacity as Managing Member of the Company and Initial Member of Whimsy Properties LLC - Series #1 (“Series #1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement.
