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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/21/22 Arrived Homes II, LLC 1-A 18:22M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 1-A Offering Statement -- primary_doc.xml HTML 21K
2: PART II AND III Preliminary Offering Circular HTML 749K
3: EX1A-2A CHARTER Certificate of Formation of Arrived Homes Ii, HTML 12K
LLC
4: EX1A-2A CHARTER Limited Liability Company Agreement of HTML 183K
Arrived Homes Ii, LLC
5: EX1A-3 HLDRS RTS Form of Series Designation of Arrived Homes HTML 17K
Ii Series [*], A Series of Arrived Homes Ii, LLC
6: EX1A-4 SUBS AGMT Form of Subscription Agreement of Arrived HTML 66K
Homes Ii Series [*], A Series of Arrived Homes Ii,
LLC
16: EX1A-6 MAT CTRCT Assignment of Contract From Arrived HTML 10K
Holdings, Inc. to Arrived Homes Series Original
Dated April 13, 2022 for Arrived Homes Series
Original Property
7: EX1A-6 MAT CTRCT Broker Dealer Agreement, Dated February 14, HTML 41K
2022, Between Arrived Homes Ii, LLC and Dalmore
Group, LLC
14: EX1A-6 MAT CTRCT Form of Promissory Note HTML 24K
11: EX1A-6 MAT CTRCT Form of Property Management Agreement, Dated HTML 66K
[*], 202[*], Between Great Jones and Arrived Homes
Ii Series [*], A Series of Arrived Homes Ii, LLC
12: EX1A-6 MAT CTRCT Form of Property Management Agreement, Dated HTML 102K
[*], 202[*], Between Mynd Management, Inc. and
Arrived Homes Ii Series [*], A Series of Arrived
Homes Ii, LLC
10: EX1A-6 MAT CTRCT Purchase and Sale Agreement Dated December HTML 17K
23, 2021 Between Arrived Holdings, Inc./Assignee
and Seller for Arrived Homes Series Miller
Property
9: EX1A-6 MAT CTRCT Purchase and Sale Agreement Dated January 1, HTML 17K
2022 Between Arrived Holdings, Inc./Assignee and
Seller for Arrived Homes Series Kirkwall Property
15: EX1A-6 MAT CTRCT Purchase and Sale Agreement Dated March 8, HTML 12K
2022 Between Arrived Holdings, Inc./Assignee and
Seller for Arrived Homes Series Original Property
13: EX1A-6 MAT CTRCT Software and Services License Agreement, HTML 106K
Dated [*], 2020, by and Between North Capital
Investment Technology, Inc. and Arrived Holdings,
Inc
8: EX1A-6 MAT CTRCT Transfer Agency and Registrar Services HTML 102K
Agreement, Dated March 30, 2022, Between Arrived
Homes Ii, LLC and Colonial Stock Transfer Company,
Inc
17: EX1A-8 ESCW AGMT Form of Escrow Agreement, Dated [*], 202[*], HTML 94K
by and Among North Capital Private Securities
Corporation, Arrived Holdings, Inc. and Arrived
Homes Series [*], A Series of Arrived Homes Ii,
LLC
18: EX1A-11 CONSENT Consent of Morison Cogen LLP HTML 10K
Exhibit3.1
Series Designation of
Arrived Homes Series [*], a series of Arrived Homes II, LLC
In accordance with the Limited Liability Company Agreement of Arrived Homes II, LLC, a Delaware series limited liability company (the “Company”), dated February 7, 2022 (the “Agreement”) and upon the execution of this Series Designation by the Company and Arrived Holdings, Inc. in its capacity as Managing Member of the Company and of Arrived Homes II Series [*], a series of the Company (“Series [*]”), this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Arrived Homes II Series [*] Designation Exhibit.”
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 | Arrived Homes II Series [*], a series of Arrived Homes II, LLC. |
| Effective Date of Establishment | [*DESIGNATION DATE*] |
|
Managing Member |
Arrived Holdings, Inc., was appointed as the Managing Member of Series [*] with effect from the date of the Agreement and shall continue to act as the Managing Member of Series [*] until the dissolution of Series [*] pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. |
|
Series Property |
The series property of Series [*] shall be comprised of a single family home located at [*ADDRESS*], which will be acquired by Series [*]. |
| Management Fee | As stated in Section 6.6. |
| Purpose | As stated in Section 2.4. |
| Issuance | Subject to Section 6.3(a)(i), the number of Series [*] Interests the Company will initially issue is [*NUM*] Interests. |
|
Broker (with respect to the Regulation A offering only) |
Dalmore Group, LLC. |
| Brokerage Fee | 1%, in cash, of the purchase price of the Series [*] Interests sold in the offering of the Series [*] Interests (excluding any Series [*] Interests acquired by the Managing Member or its affiliates). |
| Interest Designation | No Member holding Series [*] Interests shall be entitled to any preemptive, preferential or similar rights connection with the issuance of Series [*] Interests. |
| Voting |
Subject to Section 3.5, the Series [*] 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 [*] 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 [*] Interests then Outstanding shall be required for:
(a) any amendment to the Agreement (including this Series Designation) that would adversely change the rights of the Series [*] Interests;
(b) mergers, consolidations or conversions of Series [*] 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 [*] Interests voting as a separate class.
Notwithstanding the foregoing, the separate approval of the holders of Series [*] Interests shall not be required for any of the other matters specified under Section 12.1. |
C:
| Splits | There shall be no subdivision of the Series [*] Interests other than in accordance with Section 3.7. |
| Other rights | Holders of Series [*] Interests 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 [*] Interests. |
| Officers | There shall initially be no specific officers associated with Series [*], although, the Managing Member may appoint Officers of Series [*] from time to time, in its sole discretion. |
| Aggregate Ownership Limit | As stated in Section 1.1. |
| 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. |
| This ‘1-A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/21/22 | None on these Dates | ||
| 2/7/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/07/23 Arrived Homes II, LLC 1-A/A 9/06/23 3:84K 8/18/23 Arrived Homes II, LLC 1-A/A 3:1.4M EdgarAgents LLC/FA 6/23/23 Arrived Homes II, LLC 1-A/A 3:1.3M EdgarAgents LLC/FA 1/24/23 Arrived Homes II, LLC 1-A/A 3:1.2M EdgarAgents LLC/FA 9/29/22 Arrived Homes II, LLC 1-A/A 3:1.2M EdgarAgents LLC/FA 7/01/22 Arrived Homes II, LLC 1-A/A 3:1.2M EdgarAgents LLC/FA |