EX1A-3 HLDRS RTS 3 ex_244126.htm ex_240180.htm

Exhibit 3.1

 

 

Exhibit OL2018

 

Amended and Restated

Series Designation of

Series OL2018, a series of Commonwealth Thoroughbreds LLC

 

In accordance with the Amended and Restated Limited Liability Company Agreement of Commonwealth Thoroughbreds LLC (the “Company”) dated as of September 27, 2019 (the “LLC Agreement”) and upon the execution of this Exhibit OL2018 by the Company and Commonwealth Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series OL2018, a series of Commonwealth Thoroughbreds LLC (“Series OL2018”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the LLC Agreement as “Exhibit OL2018”.

 

References to Sections and Articles set forth herein are references to Sections and Articles of the LLC Agreement, as in effect as of the effective date of establishment set forth below.

 

Name of Series

  

Series OL2018, a series of Commonwealth Thoroughbreds LLC
     

Effective date of establishment

  

December 10, 2019
     

Managing Member

  

Commonwealth Markets, Inc., is hereby appointed as the Managing Member of Series OL2018 and shall continue to act as the Managing Member of Series OL2018 until dissolution of Series OL2018 pursuant to Section 12.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE XI.
     

Initial Member

  

Commonwealth Markets, Inc.
     

Series Asset

  

The Series Assets of Series OL2018 shall comprise a 75% interest in a gelding born in February 2018 by Orb out of Latique by Elusive Quality, which will be acquired by Series OL2018 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 OL2018 from time to time, as determined by the Managing Member in its sole discretion
     

Management Fee

  

A fee of 10% of the purchase price of the Series Asset will be paid to the Manager from the offering proceeds at closing as compensation for identifying investigating, evaluating, and managing the acquisition of a Thoroughbred asset, which may be waived by the Managing Member in its sole discretion.

 

In addition, the Manager will receive 10% of any Free Cash Flow generated by the Series, distributed to Series members in accordance with Section 7.1 during the preceding quarter.
     

Purpose

  

As stated in Section 2.4
     

Issuance

  

Subject to Section 6.3(a)(i), the maximum number of Series OL2018 Units the Company can issue is 2,500.
     

Number of Series OL2018 Units held by the Managing Member and its Affiliates

  

The Managing Member, together with its affiliates, must hold a minimum of 2% and may hold up to a maximum of 12.5% of the Series OL2018 Units as of the closing of the Initial Offering.
     

Broker

  

Dalmore Group, LLC
     

Brokerage Fee

  

1% of the offering proceeds.

 

 
 

 

Preference Designation

  

No Preference Designation shall be required in connection with the issuance of Series OL2018 Units.
     

Voting

  

Subject to Section 3.5, the Series OL2018 Units shall entitle the Record Holders thereof to one vote per Unit 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 OL2018 Units shall be required for the approval of any matter, except as required by the Delaware Act or as provided elsewhere in the LLC Agreement (including this Series Designation).

 

The affirmative vote of the holders of not less than a majority of the Series OL2018 Units then Outstanding shall be required for:

 

●         any amendment to the LLC Agreement (including this Series Designation) that would adversely change the rights of the Series OL2018 Units;

 

●         mergers, consolidations or conversions of Series OL2018 or the Company; and

 

●         all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series OL2018 Units voting as a separate class.

 

Notwithstanding the foregoing, the separate approval of the holders of Series OL2018 Units shall not be required for any of the other matters specified under Section 13.1.
     

Splits

  

There shall be no subdivision of the Series OL2018 Units other than in accordance with Section 3.7.
     

Organizational Fee

  

3% of the proceeds received from the offering of the Series OL2018 Units payable to reimburse the Manager for legal, accounting and compliance expenses incurred by the Manager to set up the legal and financial framework and compliance infrastructure for the marketing and sale of the Series OL2018 Units and all subsequent offerings.
     

Other rights

  

Holders of Series OL2018 Units shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series OL2018 Units.
     

Officers

  

There shall initially be no specific officers associated with Series OL2018, although, the Managing Member may appoint Officers of Series OL2018 from time to time, in its sole discretion.
     

Aggregate Ownership Limit

  

12.5%
     

Minimum Units

  

One (1) Unit per Member
     

Fiscal Year

  

As stated in Section 9.2
     

Information Reporting

  

As stated in Section 9.1(c)
     

Termination

  

As stated in Section 12.1(b)
     

Liquidation

  

As stated in Section 12.3
     

Amendments to this Exhibit OL2018

  

As stated in Article XIII

 

 
 

 

Executed as of the 7th day of April 2021.

 

 

 

COMMONWEALTH THOROUGHBREDS LLC

 
     
  By: Commonwealth Markets, Inc., as managing member  

 

 

 

 

 

 

 

 

 

By:

/s/ Brian Doxtator

 

 

 

 

 

 

Title:

Chief Executive and Chief Financial Officer