EX1A-3 HLDRS RTS 4 tm242409d1_ex3-5.htm EXHIBIT 3.5

 

Exhibit 3.5

 

YSMD, LLC

 

YSMD SERIES 21-2 BUTTONWOOD DESIGNATION

 

        In accordance with the Series Limited Liability Company Agreement of YSMD, LLC (the “Company”) dated [XX], 2024 (the “Agreement”) and upon the execution of this designation by the Company and Collab (USA) Capital LLC in its capacity as Managing Member of the Company and Initial Member of YSMD - Series Buttonwood 21-2, a series of YSMD, LLC (“Series 21-2 Buttonwood”), 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 YSMD – Series Buttonwood 21-2, a series of YSMD, LLC
Effective date of establishment November 1, 2023

Managing Member

 

 

Collab (USA) Capital LLC was appointed as the Managing Member of Series Buttonwood 21-2 with effect from the date of the Agreement and shall continue to act as the Managing Member of Series Buttonwood 21-2 until dissolution of Series Buttonwood 21-2 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
Initial Member Collab (USA) Capital LLC

Series Buttonwood 21-2

 

 

The Series Buttonwood 21-2 shall comprise a residential property located at 21 Buttonwood Street, #2, Dorchester, MA 02125, which will be acquired by Series Buttonwood 21-2 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 Buttonwood 21-2 from time to time, as determined by the Managing Member in its sole discretion
Property Manager Collab (USA) Capital LLC
Property Management Fee 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 Buttonwood 21-2 Interests the Company can issue is 95%
Number of Series Buttonwood 21-2 Interests held by the Managing Member and its Affiliates The Managing Member must purchase a minimum of 5% through the Offering
Broker Dalmore Group, LLC
Brokerage Fee Up to 1.00% of the purchase price of the Interests from Series Buttonwood 21-2 sold at the Initial Offering of the Series Buttonwood 21-2 Interests (excluding the Series Buttonwood 21-2 Interests acquired by any Person other than Investor Members)
Interest Designation No Interest Designation shall be required in connection with the issuance of Series Buttonwood 21-2 Interests

 

Voting

Subject to Section 3.5, the Series Buttonwood 21-2 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 Buttonwood 21-2 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 Buttonwood 21-2 Interests then Outstanding shall be required for:

 

(a) any amendment to the Agreement (including this Series Buttonwood 21-2 Designation) that would adversely change the rights of the Series Buttonwood 21-2 Interests;

 

(b) mergers, consolidations or conversions of Series Buttonwood 21-2 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 Buttonwood 21-2 Interests voting as a separate class.

 

Notwithstanding the foregoing, the separate approval of the holders of Series Buttonwood 21-2 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 Buttonwood 21-2 Interests other than in accordance with Section 3.7
Sourcing Fee No greater than $28,975, which may be waived by the Managing Member in its sole discretion
Other rights Holders of Series Buttonwood 21-2 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 Buttonwood 21-2 Interests
Officers There shall initially be no specific officers associated with Series Buttonwood 21-2, although, the Managing Member may appoint Officers of Series Buttonwood 21-2 from time to time, in its sole discretion
Aggregate Ownership Limit As stated in Section 1.1
Minimum Interests 20 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