EX1A-3 HLDRS RTS 6 ea152013ex2-3_here001.htm SERIES #1 AMENDED AND RESTATED SERIES DESIGNATION

Exhibit 2.3

 

AMENDED AND RESTATED

 

SERIES DESIGNATION

 

In accordance with the Limited Liability Company Agreement of Here 001 LLC (the “Company”) dated July 28, 2021 (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 001 LLC – Series #1, a series of Here 001 LLC (“SERIES #1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement and shall replace in its entirety the previously executed designation with respect to SERIES #1.

 

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 001 LLC – Series #1, a series of Here 001 LLC
     
Effective date of establishment   August 1, 2021
     

Managing Member

   Here Investments Inc. was appointed as the Managing Member of SERIES #1 with effect from the date of the Agreement and shall continue to act as the Managing Member of SERIES #1 until dissolution of SERIES #1 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 #1 shall comprise a residential property located at 1989 Loraine Rd., Largo, FL 33774, which will be acquired by SERIES #1 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 #1 from time to time, as determined by the Managing Member in its sole discretion
     
Property Manager   Here PM 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 #1 Interests the Company can issue is 37,850
     
Number of SERIES #1 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 #1 Interests through the Offering
     
Broker   None
     
Brokerage Fee   None

 

 

 

Interest Designation   No Interest Designation shall be required in connection with the issuance of SERIES #1 Interests
     
Voting  

Subject to Section 3.5, the SERIES #1 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 #1 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 #1 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 #1 Interests;

 

(b) mergers, consolidations or conversions of SERIES #1 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 #1 Interests voting as a separate class.

 

Notwithstanding the foregoing, the separate approval of the holders of SERIES #1 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 #1 Interests other than in accordance with Section 3.7
     
Sourcing Fee   No greater than $34,409, which may be waived by the Managing Member in its sole discretion
     
Other rights   Holders of SERIES #1 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 #1 Interests
     
Officers   There shall initially be no specific officers associated with SERIES #1, although, the Managing Member may appoint Officers of SERIES #1 from time to time, in its sole discretion
     
Aggregate Ownership Limit   As stated in Section 1.1
     
Minimum Interests   1,892 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

 

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IN WITNESS WHEREOF, this Series Designation Agreement has been duly executed as of the 5th day of November, 2021. 

 

COMPANY  
         
HERE 001 LLC - Series #1, A SERIES OF HERE 001 LLC  
         
By: HERE INVESTMENTS INC., as managing member  
         
  By: /s/ Corey Ashton Walters  
    Name:  Corey Ashton Walters  
    Title: Chief Executive Officer & President  
         
INITIAL MEMBER  
         
HERE INVESTMENTS INC.  
         
  By: /s/ Corey Ashton Walters  
    Name:  Corey Ashton Walters  
    Title:  Chief Executive Officer & President  

 

 

 

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