EX1A-2A CHARTER 5 ea158531ex2-5_herecollect.htm SERIES #3 SERIES DESIGNATION

Exhibit 2.5

 

SERIES DESIGNATION

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Here Collection LLC (the “Company”) dated January 28, 2022 (the “Agreement”) and upon the execution of this amended and restated designation by the Company and Here Investments Inc. in its capacity as Managing Member of the Company and Initial Member of Here Collection LLC – Series #3, a series of Here Collection LLC (“SERIES #3”), 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 Here Collection LLC – Series #3, a series of Here Collection LLC
   
Effective date of establishment March 30, 2022
   

Managing Member

Here Investments Inc. was appointed as the Managing Member of SERIES #3 with effect from the date of the Agreement and shall continue to act as the Managing Member of SERIES #3 until dissolution of SERIES #3 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
   
Initial Member Here Investments Inc.
   

Series Asset

The Series Assets of SERIES #3 shall comprise a residential property located at 1182 Ski Mountain Rd., Gatlinburg, TN 37738, which will be acquired by SERIES #3 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 #3 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 Here PM LLC
   
Property Management Fee 25% of Gross Receipts and otherwise as stated in Section 5.10
   
Purpose As stated in Section 2.4
   

Issuance

Subject to Section 6.3(a)(i), the maximum number of SERIES #3 Interests the Company can issue is 393,939
   
Number of SERIES #3 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 #3 Interests through the Offering
   
Broker Dalmore Group, LLC
   
Brokerage Fee Up to 1.00 % of the purchase price of the Interests from SERIES #3 sold in the Offering of the SERIES #3 Interests (excluding the SERIES #3 Interests acquired by any Person other than Investor Members)

 

 

 

 

Interest Designation No Interest Designation shall be required in connection with the issuance of SERIES #3 Interests
   
Voting

Subject to Section 3.5, the SERIES #3 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 #3 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in the Agreement.

 

The affirmative vote of the holders of not less than a majority of the SERIES #3 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 #3 Interests;

 

(b) mergers, consolidations or conversions of SERIES #3 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 #3 Interests voting as a separate class.

 

Notwithstanding the foregoing, the separate approval of the holders of SERIES #3 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 #3 Interests other than in accordance with Section 3.7
   
Sourcing Fee No greater than $67,600, which may be waived by the Managing Member in its sole discretion
   
Other rights Holders of SERIES #3 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 #3 Interests
   
Officers There shall initially be no specific officers associated with SERIES #3, although, the Managing Member may appoint Officers of SERIES #3 from time to time, in its sole discretion
   
Aggregate Ownership Limit As stated in Section 1.1
   
Minimum Interests 100 Interests 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 Series Designation Agreement has been duly executed as of the 30th day of March, 2022. 

 

COMPANY

 

HERE COLLECTION LLC - SERIES #3, A SERIES OF HERE COLLECTION LLC  
   
By: HERE INVESTMENTS INC., as managing member  
     
  By: Corey Ashton Walters  
    Name:   Corey Ashton Walters  
    Title: Chief Executive Officer & President  

 

INITIAL MEMBER  
   
HERE INVESTMENTS INC.  
   
  By: Corey Ashton Walters  
    Name: Corey Ashton Walters  
    Title: Chief Executive Officer & President