EXHIBIT 2.13

 

TIRIOS PROPCO SERIES LLC

SERIES DESIGNATION OF

TIRIOS PROPCO SERIES LLC – 709 Georgetown

 

 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 – 709 Georgetown, a series of Tirios Propco Series LLC (“709 Georgetown”), 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 – 709 Georgetown, a series of Tirios Propco Series LLC

 

Effective date

 

August 15, 2026

 

Managing Member

 

Tirios Corporation was appointed as the Managing Member of 709 Georgetown with effect from the date of the Agreement and shall continue to act as the Managing Member of 30 Highridge until dissolution of 30 Highridge 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 709 Georgetown shall comprise of that certain real property and improvements thereon located at 709 Georgetown Ct, Jonesboro, GA 30236, which is acquired by 709 Georgetown and any assets and liabilities associated with such asset and such other assets and liabilities acquired by 709 Georgetown 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 709 Georgetown Interests the Company can issue is 990 ($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 709 Georgetown Interests.

 

Voting

 

Subject to Section 3.5, the 709 Georgetown 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 709 Georgetown 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 709 Georgetown 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 709 Georgetown Interests;

 

(b) mergers, consolidations or conversions of 709 Georgetown 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 709 Georgetown Interests voting as a separate class.

 

Notwithstanding the foregoing, the separate approval of the holders of 709 Georgetown Interests shall not be required for any of the other matters specified under Section 12.1.

 

Other rights

 

Holders of 709 Georgetown 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 709 Georgetown Interests.

 

Officers

 

There shall initially be no specific officers associated with 709 Georgetown, although, the Managing Member may appoint Officers of 709 Georgetown 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]

 

 

 

 

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