SERIES DESIGNATION
Exhibit 2.3
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.
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 | Whimsy Properties LLC - Series #1 |
| Effective date of establishment | July 31, 2024 |
| Managing Member | Whimsy LLC was appointed as the Managing Member of Series #1 with effect from the date of the Agreement and shall continue to act as the Managing Member of Series #1 until dissolution of Series #1 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X |
| Initial Member | Whimsy LLC |
| Series Asset | The Series Assets of Series #1 shall comprise Villa #1 built on the property located at 00000 Xxxxx 0, Xxx Xxxxx Xxxx Xxxx, 3 miles northwest of San Xxxxx Town, Ambergris Caye, Belize District, Belize which will be built by Series #1 upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series #1 from time to time, as determined by the Managing Member in its sole discretion |
| Asset Management Fee | As stated in Section 6.3 |
| Property Manager | To be determined |
| Property Management Fee | As stated in Section 1.1 |
| Purpose | As stated in Section 2.4 |
| Issuance | Subject to Section 6.4(a)(i), the maximum number of Series #1 Interests the Company can issue is 6,000. |
|
Number of Series #1 Interests held by the Managing Member and its Affiliates |
The Managing Member must purchase a minimum of 1% and may purchase a maximum of 51% of Series #1 Interests through the Offering |
| Broker | Dalmore Group, LLC |
| Brokerage Fee | Up to 1.00% of the purchase price of the Interests from Series #1 sold at the Initial Offering of the Series #1 Interests (excluding the Series #1 Interests acquired by any Person other than Investor Members) |
| Interest Designation | No Interest Designation shall be required in connection with the issuance of Series #1 Interests |
| Voting |
Subject to Section 3.5, the Series #1 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 Series #1 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 Series #1 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 Series #1 Interests;
(b) mergers, consolidations or conversions of Series #1 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 Series #1 Interests voting as a separate class.
Notwithstanding the foregoing, the separate approval of the holders of Series #1 Interests shall not be required for any of the other matters specified under Section 12.1 |
| Splits | There shall be no subdivision of the Series #1 Interests other than in accordance with Section 3.7 |
| Sourcing Fee | No greater than $60,000, which may be waived by the Managing Member in its sole discretion |
| Other rights | Holders of Series #1 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 Series #1 Interests |
| Officers | There shall initially be no specific officers associated with Series #1, although, the Managing Member may appoint Officers of Series #1 from time to time, in its sole discretion |
| Aggregate Ownership Limit | As stated in Section 1.1 |
| Minimum Interests | One (1) Interest per Member |
| Fiscal Year | As stated in Section 8.2 |
| Information Reporting | As stated in Section 8.1(c) |
| Termination | As stated in Section 11.1(b) |
| Liquidation | As stated in Section 11.3 |
| Amendments to this Exhibit | As stated in Article XII |
IN WITNESS WHEREOF, this Designation has been executed as of the date first written above.
| MANAGING MEMBER | ||
| WHIMSY LLC | ||
| By: | /s/ Xxxxx Xxxxxxxxxxxx | |
| Xxxxx Xxxxxxxxxxxx | ||
| Manager | ||
| COMPANY | ||
| WHIMSY PROPERTIES LLC | ||
| By: Whimsy LLC, its Managing Member | ||
| By: | /s/ Xxxxx Xxxxxxxxxxxx | |
| Xxxxx Xxxxxxxxxxxx | ||
| Manager | ||
