EXHIBIT A: FORM OF SERIES DESIGNATION
Exhibit 2.3
EXHIBIT A: FORM OF SERIES DESIGNATION
In accordance with the Series Limited Liability Company Agreement of Xxxxxxxxxx.xxx Collection LLC (the “Company”) dated October 7, 2022 (the “Agreement”) and upon the execution of this designation by the Company and Xxxxxxxxxx.xxx, Inc. in its capacity as Managing Member of the Company and Initial Member of Xxxxxxxxxx.xxx Collection Series 1 – The Blue Crab, a series of Xxxxxxxxxx.xxx Collection LLC (“The Blue Crab”), 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 | Xxxxxxxxxx.xxx Collection LLC Series 1 - The Blue Crab, a series of Xxxxxxxxxx.xxx Collection LLC. | |
Effective date of establishment | November 1, 2022. | |
Managing Member
|
Xxxxxxxxxx.xxx, Inc. was appointed as the Managing Member of The Blue Crab with effect from the date of the Agreement and shall continue to act as the Managing Member of The Blue Crab until dissolution of The Blue Crab pursuant to or its removal and replacement pursuant to the Agreement. | |
Initial Member | Xxxxxxxxxx.xxx, Inc. | |
Series Asset
|
The Series Assets of The Blue Crab shall be the real property located at 0000 Xxxxxx Xxx, Xxxxxxxxxx Xxxxx, XX 00000 and any assets and liabilities associated with such asset and such other assets and liabilities acquired by The Blue Crab from time to time, as determined by the Managing Member in its sole discretion. | |
Asset Management Fee | As stated in the Agreement. | |
Asset Manager | Xxxxxxxxxx.xxx AM LLC. | |
Series Asset Management Fee | 25% of Gross Receipts. | |
Purpose | As stated in the Agreement. | |
Issuance
|
Subject to increase or decrease in the Managing Member’s sole discretion, the maximum number of The Blue Crab Interests the Company can issue is 634,556. |
Number
of The Blue Crab Interests held by the Managing Member and its Affiliates |
The Managing Member must purchase a minimum of 1% and may purchase more of The Blue Crab Interests through the Offering, as determined in its discretion | |
Broker | Dalmore Group LLC | |
Brokerage Fee | Up to 1% of the purchase price of the Interests from The Blue Crab sold in the Offering of the The Blue Crab Interests (excluding the The Blue Crab Interests acquired by any Person other than Investor Members) | |
Interest Designation | No Interest Designation shall be required in connection with the issuance of The Blue Crab Interests | |
Voting | Subject to Section 3.5, the The Blue Crab 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 The Blue Crab 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 The Blue Crab Interests then Outstanding shall be required for:
(a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the The Blue Crab Interests;
(b) mergers, consolidations or conversions of The Blue Crab; and
(c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding The Blue Crab Interests voting as a separate class.
Notwithstanding the foregoing, the separate approval of the holders of The Blue Crab Interests shall not be required for any of the other matters specified under Section 12.1 | |
Splits | There shall be no subdivision of the The Blue Crab Interests other than in accordance with the Agreement | |
Service Fee | No greater than $81,147.50 which may be waived by the Managing Member in its sole discretion. | |
Other rights | Holders of The Blue Crab 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 The Blue Crab Interests. | |
Officers | There shall initially be no specific officers associated with The Blue Crab, although, the Managing Member may appoint Officers of The Blue Crab from time to time, in its sole discretion. | |
Minimum Interests | 100 Interests per Member. |