EX1A-3 HLDRS RTS 8 ex_280499.htm ex_280499.htm

Exhibit 3.9

 

Exhibit Pine Valley

 

Series Designation of

Series Pine Valley, 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 Pine Valley by the Company and Commonwealth Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series Pine Valley, a series of Commonwealth Thoroughbreds LLC (“Series Pine Valley”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the LLC Agreement as “Exhibit Pine Valley”.

 

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 Pine Valley, a series of Commonwealth Thoroughbreds LLC

   

Effective date of establishment

August 2, 2021

   

Managing Member

Commonwealth Markets, Inc., is hereby appointed as the Managing Member of Series Pine Valley and shall continue to act as the Managing Member of Series Pine Valley until dissolution of Series Pine Valley 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 Pine Valley shall comprise up to a 10% interest in a two-year old colt by MacLean’s Music out of Je Suis Tizzy by Tiznow, which will be acquired by Series Pine Valley upon the exercise of a series of options, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Pine Valley from time to time, as determined by the Managing Member in its sole discretion.

   

Management Fee

A fee of up to 15% 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.

 

In addition, as compensation for the services provided by the Manager, during a Series Thoroughbred’s racing career the Manager will be paid a fee equal to 10% of  net winnings after fees customarily withheld from purses by the horsemen’s bookkeeper prior to distribution of net purses earned, which will become due and payable to the Manager when released by the track at which the race took place and the purse was earned. After the Series Thoroughbred retires from racing, the Manager will be paid a quarterly fee equal to 10% of any Free Cash Flow generated by the Series, payable at the time there is a distribution of Free Cash Flow to Unit Holders of the Series, as described in Distribution Rights below.

   

Purpose

As stated in Section 2.4

   

Issuance

Subject to Section 6.3(a)(i), the maximum number of Series Pine Valley Units the Company can issue is 1,336.

   

Number of Series Pine Valley 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 10% of the Series Pine Valley 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 Pine Valley Units.

 

 

 

Voting

Subject to Section 3.5, the Series Pine Valley 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 Pine Valley 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 Pine Valley 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 Pine Valley Units;

     
  mergers, consolidations or conversions of Series Pine Valley 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 Pine Valley Units voting as a separate class.

 

  Notwithstanding the foregoing, the separate approval of the holders of Series Pine Valley 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 Pine Valley Units other than in accordance with Section 3.7.

   

Organizational Fee

3% of the proceeds received from the offering of the Series Pine Valley 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 Pine Valley Units and all subsequent offerings.

   

Other rights

Holders of Series Pine Valley 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 Pine Valley Units.

   

Officers

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

   

Aggregate Ownership Limit

10%

   

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 Pine Valley

As stated in Article XIII

 

 

 

Executed as of August 2, 2021.

 

 

 

COMMONWEALTH THOROUGHBREDS LLC

 
     
 

By:

Commonwealth Markets, Inc., as managing member

 
       
       
 

By:

/s/ Brian Doxtator

 
       
 

Title: Chief Executive and Chief Financial Officer