TIRIOS PROPCO SERIES LLC SERIES DESIGNATION OF TIRIOS PROPCO SERIES LLC – 313 MICA
EXHIBIT 2.5
SERIES DESIGNATION OF
TIRIOS PROPCO SERIES LLC – 313 MICA
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 – 313 Mica, a series of Tirios Propco Series LLC (“313 Mica”), 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 – 313 Mica, a series of Tirios Propco Series LLC |
| Effective date | May 3, 2023 |
| Managing Member | Tirios Corporation was appointed as the Managing Member of 313 Mica with effect from the date of the Agreement and shall continue to act as the Managing Member of 313 Mica until dissolution of 313 Mica 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 313 Mica shall comprise of that certain real property and improvements thereon located at 000 Xxxx Xxxxx, Xxx Xxxxxx, XX 00000, which will be acquired by 313 Mica upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by 313 Mica 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 313 Mica Interests the Company can issue is 1,022 ($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 313 Mica Interests |
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| Voting | Subject to Section 3.5, the 313 Mica 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 313 Mica 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 313 Mica 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 313 Mica Interests;
(b) mergers, consolidations or conversions of 313 Mica 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 313 Mica Interests voting as a separate class.
Notwithstanding the foregoing, the separate approval of the holders of 313 Mica Interests shall not be required for any of the other matters specified under Section 12.1 |
| Other rights | Holders of 313 Mica 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 313 Mica Interests |
| Officers | There shall initially be no specific officers associated with 313 Mica, although, the Managing Member may appoint Officers of 313 Mica 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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