AMENDED SERIES DESIGNATION OF MISSION PROPERTY HOLDINGS LLC, SERIES EMERSON
Exhibit 3.2
AMENDED SERIES DESIGNATION OF
MISSION PROPERTY HOLDINGS LLC, SERIES XXXXXXX
In accordance with the Limited Liability Company Agreement of Mission Property Holdings LLC (the “Company”) dated July 19, 2022, and as amended on November 1, 2022, (the “Agreement”) and upon the execution of this Amended Series Designation by the Company and Ownify, Inc., in its capacity as Managing Member of the Company and Initial Member of Mission Property Holdings LLC, Series Xxxxxxx, a series of Mission Property Holdings LLC (“Series Xxxxxxx”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in 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 | Mission Property Holdings LLC, Series Xxxxxxx, a protected series of Mission Property Holdings LLC |
Effective date of establishment |
November 14, 2022 |
Managing Member | Ownify, Inc. was appointed as the Managing Member of Mission Property Holdings LLC, Series Xxxxxxx, with effect from the date of the Agreement and shall continue to act as the Managing Member until dissolution of Mission Property Holdings LLC, Series Xxxxxxx, pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X |
Initial Member | Ownify, Inc., having received 98% of Mission Property Holdings LLC, Series Xxxxxxx, Interests. |
Owni Interest | Pursuant to the Owni equity sharing and Lease agreements, the Owni was issued 2% of Mission Property Holdings LLC, Series Xxxxxxx, interests upon vesting and will accumulate up to 10% of Mission Property Holdings LLC, Series Xxxxxxx, over a five (5) year term. |
Owni Proxy | Until the close of the Initial Offering, the Owni appoints the Managing Member as the Owni’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, (i) vote all Series Interests held of record by the Owni, (ii) give and receive notices and communications, (iii) execute any written consent, instrument or document that the Managing Member determines is necessary or appropriate at the Managing Member’s complete discretion, and (iv) take all actions necessary or appropriate in the judgment of the Managing Member for the accomplishment of the foregoing. The proxy and power granted by the Owni pursuant to this Series Designation are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Owni is an individual, will survive the death, incompetency and disability of the Owni and, so long as the Owni is an entity, will survive the merger or reorganization of the Owni or any other entity holding the Series Interests. |
Series Assets | The Series Assets of Mission Property Holdings LLC, Series Xxxxxxx, shall comprise a property known as 0000 Xxxxxxxxxx Xxxx, Xxxxxxx, XX 00000, which was acquired by the Mission Property Holdings LLC, Series Xxxxxxx, on November 15, 2022, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by the series from time to time, as determined by the Managing Member in its sole discretion |
Purpose | As stated in Section 2.4 |
Issuance | Subject to Section 6.3(a)(i), the maximum number of Mission Property Holdings LLC, Series Xxxxxxx, interests the Company can issue is 9,000. |
Broker | Dalmore Group LLC |
Brokerage Fee | Up to 1.0% of the purchase price of the Interests from Mission Property Holdings LLC, Series Xxxxxxx, sold at the Initial Offering of the Mission Property Holdings LLC, Series Xxxxxxx, interests (excluding the Mission Property Holdings LLC, Series Xxxxxxx, interests acquired by any Person other than Investor Members) |
Interest Designation | No Interest Designation shall be required in connection with the issuance of Mission Property Holdings LLC, Series Xxxxxxx, interests |
Voting | Subject to Section 3.5, the Mission Property Holdings LLC, Series Xxxxxxx, 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 Mission Property Holdings LLC, Series Xxxxxxx, 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 Mission Property Holdings LLC, Series Xxxxxxx, interests then outstanding shall be required for: | |
(a) any amendment to the Agreement (including this Series Designation) that would adversely change the rights of the Mission Property Holdings LLC, Series Xxxxxxx, interests; | |
(b) mergers, consolidations, or conversions of Mission Property Holdings LLC, Series Xxxxxxx, or the Company; 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 Mission Property Holdings LLC, Series Xxxxxxx, interests voting as a separate class. | |
Notwithstanding the foregoing, the separate approval of the holders of Mission Property Holdings LLC, Series Xxxxxxx, interests shall not be required for any of the other matters specified under Section 12.1 |
Splits | There shall be no subdivision of the Mission Property Holdings LLC, Series Xxxxxxx, interests other than in accordance with Section 3.7 |
Other rights | Holders of Mission Property Holdings LLC, Series Xxxxxxx, 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 Mission Property Holdings LLC, Series Xxxxxxx, interests |
Officers | There shall initially be no specific officers associated with Mission Property Holdings LLC, Series Xxxxxxx, although, the Managing Member may appoint Officers of Mission Property Holdings LLC, Series Xxxxxxx, from time to time, in its sole discretion |
Aggregate Ownership Limit | As stated in Section 1.1 |
Minimum Interests | 0 Interests per Member |
Fiscal Year | As stated in Section 8.2 |
Information Reporting
Termination | As stated in Section 11.1(b) |
Liquidation | As stated in Section 11.3 |
Amendments to this Exhibit | As stated in ARTICLE XII As stated in Section 8.1(c) |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and effective on the date adjacent to their signatures.
MISSION PROPERTY HOLDING LLC, SERIES XXXXXXX | |||
By: Mission Property Holdings LLC | |||
Its: Manager | |||
By: Ownify, Inc. | |||
Its: Manager | |||
Date: June 30, 2023 | By: | /s/Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | ||
Title: | Chief Executive Officer |