TIRIOS PROPCO SERIES LLC SERIES DESIGNATION OF TIRIOS PROPCO SERIES LLC – 274 GABBRO
EXHIBIT 2.3
TIRIOS PROPCO SERIES LLC – 274 GABBRO
In accordance with the Series Limited Liability Company Agreement of Tirios Propco Series LLC (the “Company”) dated April 13, 2023 (the “Agreement”) and upon the execution of this designation by the Company and Tirios Corporation in its capacity as Managing Member of the Company and Initial Member of Tirios Propco Series LLC – 274 Gabbro, a series of Tirios Propco Series LLC (“274 Gabbro”), 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 | Tirios Propco Series LLC – 274 Gabbro, a series of Tirios Propco Series LLC |
| Effective date | May 3, 2023 |
| Managing Member | Tirios Corporation was appointed as the Managing Member of 274 Gabbro with effect from the date of the Agreement and shall continue to act as the Managing Member of 274 Gabbro until dissolution of 274 Gabbro pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X |
| Initial Member | Tirios Corporation |
| Series Asset | The Series Assets of 274 Gabbro shall comprise of that certain real property and improvements thereon located at 000 Xxxxxx Xxxxxxx, Xxx Xxxxxx, XX 00000, which will be acquired by 274 Gabbro upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by 274 Gabbro 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 274 Gabbro Interests the Company can issue is 883 ($100.00 per interest) |
| Broker | Dalmore Group, LLC, a Delaware Limited Liability Company |
| Interest Designation | No Interest Designation shall be required in connection with the issuance of 274 Gabbro Interests |
| Voting | Subject to Section 3.5, the 274 Gabbro 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 274 Gabbro 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 274 Gabbro 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 274 Gabbro Interests;
(b) mergers, consolidations or conversions of 274 Gabbro 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 274 Gabbro Interests voting as a separate class.
Notwithstanding the foregoing, the separate approval of the holders of 274 Gabbro Interests shall not be required for any of the other matters specified under Section 12.1 |
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| Other rights | Holders of 274 Gabbro 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 274 Gabbro Interests |
| Officers | There shall initially be no specific officers associated with 274 Gabbro, although, the Managing Member may appoint Officers of 274 Gabbro from time to time, in its sole discretion |
| Aggregate Ownership Limit | The Aggregate Ownership Limit |
| 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 |
[Signature Page Follows]
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IN WITNESS WHEREOF, this Series Designation has been executed as of the effective date written above.
| MANAGING MEMBER |
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| TIRIOS CORPORATION |
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| By: | /s/ Xxxxxx Xxxxxx |
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| Xxxxxx Xxxxxx |
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| Chief Executive Officer and President |
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| COMPANY |
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| By: | Tirios Corporation, its Managing Member |
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| By: | /s/ Xxxxxx Xxxxxx |
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| Xxxxxx Xxxxxx |
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| Chief Executive Officer and President |
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