EX1A-2A CHARTER.5 8 tirios_ex25.htm 313 MICA SERIES DESIGNATION tirios_ex25.htm

EXHIBIT 2.5

 

TIRIOS PROPCO SERIES LLC

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 313 Mica Trail, San Marcos, TX 78656, 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

 

TIRIOS CORPORATION

 

 

 

 

By:

/s/ Sachin Latawa

 

 

Sachin Latawa

 

 

Chief Executive Officer and President

 

 

 

 

COMPANY

 

TIRIOS PROPCO SERIES LLC

 

 

 

 

By:

Tirios Corporation, its Managing Member

 

 

 

 

By:

/s/ Sachin Latawa

 

 

Sachin Latawa

 

 

Chief Executive Officer and President

 

 

 
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