Ex1a-2a-charter Sample Contracts

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 108, LLC
Limited Liability Company Operating Agreement • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • Delaware
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FORM OF ESCROW AGREEMENT FOR SECURITIES OFFERING
Escrow Agreement • August 4th, 2021 • Elevate.Money REIT I, Inc. • Real estate investment trusts • Delaware

THIS ESCROW AGREEMENT, effective as of 3/24/2021 , (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 (“NCPS”) as escrow agent hereunder (“NCPS” or “Escrow Agent”); Escalate Wealth, LLC (Platform) a Delaware Limited liability company located at 4600 Campus Drive, #201, Newport Beach, CA 92660; and Escalate Wealth REIT I, Inc. (“Issuer”)located at 17 Corporate Plaza, Newport Beach, CA 92660.

AMENDED AND RESTATED OPERATING AGREEMENT OF ARRIVED DEBT FUND, LLC Dated as of January 16, 2024
Operating Agreement • January 17th, 2024 • Arrived Debt Fund, LLC • Delaware

This AMENDED AND RESTATED OPERATING AGREEMENT OF ARRIVED DEBT FUND, LLC (the “Operating Agreement”) is dated as of January 16, 2024. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in ‎Section 1.1 or Section 13.1.

LIMITED LIABILITY COMPANY AGREEMENT OF ARRIVED HOMES 5, LLC
Limited Liability Company Agreement • October 18th, 2024 • Arrived Homes 5, LLC • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF ARRIVED HOMES 5, LLC, is dated as of July 12, 2024. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1, Section 3.4 and Article VIII.

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 15th, 2024 • Energea Portfolio 3 Africa LLC • Electric, gas & sanitary services

This is an Agreement, entered into effective on March 12, 2021, by and among Energea Portfolio 3 Africa LLC, a Delaware limited liability company (the "Company"), Energea Global LLC, a Delaware limited liability company ("Energea Global"), and the persons admitted to the Company as members by the Manager following the date of this Agreement (the "Investor Members" or sometimes the "Members").

Operating Agreement PF Royalty I, LLC A Delaware Limited Liability Company June 23, 2021
Operating Agreement • July 29th, 2021 • Pf Royalty I LLC • Oil royalty traders • Delaware
SUBSCRIPTION AGREEMENT BETWEEN AND XCPCNL Business Services Corporation
Subscription Agreement • November 30th, 2021 • XCPCNL Business Services Corp • Services-business services, nec

This SUBSCRIPTION AGREEMENT (this “Agreement”) effective ___________________, by and between, XCPCNL Business Services Corporation, a Delaware corporation (the “Seller”) and ___________________________________ (the “Purchaser”) with respect to the following facts and circumstances:

SERIES A-1 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2021 • Crush Capital Inc. • Services-motion picture & video tape production • Delaware

This SERIES A-1 REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of June 14, 2021, by and among Crush Capital Inc., a Delaware corporation (the “Company”) and the shareholders listed on Schedule A hereto (the “Investors”).

ENTORO SECURITIES, LLC – REG A - PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • July 17th, 2023 • Zephyr Group, Inc. • Texas

Advance on Expenses: $10,000, covers due diligence expenses, technology platform setup costs, other necessary support. Refundable to extent not used.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Dated as of ________ __, 2020
Limited Liability Company Agreement • October 16th, 2020 • 181 High Street LLC • Real estate • Maine

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 181 HIGH STREET LLC, is dated as of ___________, 2020. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in ‎Section 1.1.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • March 24th, 2021 • LK Secured Lending Reg a Fund, LLC • Short-term business credit institutions

This Limited Liability Company Operating Agreement (the “Agreement”) of LK Secured Lending Reg A Fund, LLC, a California limited liability company (the “Company” or “Fund”), is by and among LK Advisors, Inc., a California corporation (the “Initial Member” or “Manager”), and each additional Person who becomes a Member in accordance with the provisions of this Agreement. Any capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Offering Circular dated _________, 20__, as amended from time to time (the "Offering Circular").

LIMITED LIABILITY COMPANY OPERATING AGREEMENT of PFG FUND V, LLC A Colorado limited liability company
Limited Liability Company Operating Agreement • February 7th, 2024 • PFG Fund V, LLC • Land subdividers & developers (no cemeteries) • Colorado

This Limited Liability Company Operating Agreement (the “Agreement”) of PFG Fund V, LLC, a Colorado limited liability company (the “Company”), is among each of the initial Members of the Company listed on the attached Exhibit A (the “Initial Members”), and each of the additional Persons who become Members in accordance with the provisions of this Agreement.

Skid Row AHP LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 19th, 2022 • Skid Row AHP LLC • Mortgage bankers & loan correspondents • Delaware

This is an Agreement, entered into effective on April 15, 2022, by and among Skid Row AHP LLC, a Delaware limited liability company (the “Company”), American Homeowner Preservation, Inc., a Delaware corporation (“AHP”) and the persons who acquire Investor Shares, which may include AHP and its affiliates (“Investor Members”). AHP and the Investor Members are sometimes referred to in this Agreement as the “Members.”

LIMITED LIABILITY COMPANY AGREEMENT OF PUBLIC ALTS 001 LLC
Limited Liability Company Agreement • April 27th, 2022 • Public Alts 001 LLC • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF PUBLIC ALTS 001 LLC (this “Agreement”) is dated as of April 12, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEPTUNE REM LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEPTUNE REM LLC
Limited Liability Company Agreement • June 7th, 2024 • Neptune REM, LLC • Real estate • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEPTUNE REM LLC (this “Agreement”) is dated as of June 5, 2024. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC
Limited Liability Company Agreement • October 27th, 2021 • StartEngine Collectibles Fund I LLC • Patent owners & lessors • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC (this "Agreement") is entered into this 25th day of October, 2021 between StartEngine Assets LLC, a Delaware limited liability company (the "Administrative Manager" and the "Managing Member"), and the Asset Manager, which shall be StartEngine Assets LLC, unless another party is an Asset Manager appointed by the Managing Member for a series and such party becomes a party hereto through an executed joinder agreement substantially in the form set forth in Exhibit A hereto. This Agreement was amended by the Administrative Manager pursuant to Section 12.01(g) and supersedes and replaces the original operating agreement of the Company dated January 5, 2021, as amended on May 21, 2021 and September 28, 2021.

LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND II LLC LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND II LLC
Limited Liability Company Agreement • February 1st, 2022 • StartEngine Collectibles Fund II LLC • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND II LLC (this “Agreement”) is entered into this 26th day of October, 2021 between StartEngine Assets LLC, a Delaware limited liability company (the “Administrative Manager” and the “Managing Member”), and the Asset Manager, which shall be StartEngine Assets LLC, unless another party is an Asset Manager appointed by the Managing Member for a series and such party becomes a party hereto through an executed joinder agreement substantially in the form set forth in Exhibit A hereto.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • October 13th, 2022 • Fundhomes I, LLC • Real estate • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Fundhomes I, LLC, is dated as of October 7, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1, Section 3.4 and ARTICLE VIII. This Agreement amends, restates and replaces in its entirety that certain Limited Liability Company Agreement dated March 16, 2022 as amended by that certain Amended and Restated Limited Liability Company Agreement dated June 25, 2022.

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks • Maryland

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of this 1st day of February 2019, by and between Millenium Financial Group, Inc. (the “Employer”), a Maryland corporation, and William Hunt Poffenbarger, Jr., a resident of the State of Maryland (the “Employee”).

AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • June 28th, 2021 • Crush Capital Inc. • Services-motion picture & video tape production • Delaware

This Amended and Restated Warrant Agreement (the “Agreement”) is made as of June 21, 2021 (the “Effective Date”), between Crush Capital, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT of CONCREIT SERIES LLC a Delaware limited liability company
Limited Liability Company Operating Agreement • October 24th, 2023 • Concreit Series LLC • Real estate investment trusts

This Limited Liability Company Operating Agreement (“Agreement”) of Concreit Series LLC, a Delaware limited liability company (the “Company”), is by and among Concreit Inc., a Delaware corporation (“Initial Member” or “Manager”), and each additional Person who becomes a Member, in accordance with the provisions of this Agreement. Any capitalized terms used herein, but not defined, shall have the meaning ascribed to them in the Private Placement Memorandum dated August 1, 2023 (“Memorandum”), including any Series Offering Statement.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT JAMESTOWN INVEST 1, LLC a Delaware limited liability company which may elect to be a real estate investment trust under the Internal Revenue Code
Limited Liability Company Agreement • October 24th, 2019 • Jamestown Invest 1, LLC • Real estate investment trusts • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC is entered into and shall be effective as of October 23, 2019 (the “Effective Date”), by and among those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

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THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF INVESTMENT GRADE R.E. INCOME FUND, L.P., A DELAWARE LIMITED PARTNERSHIP April 17, 2020
Limited Partnership Agreement • July 20th, 2020 • Investment Grade R.E. Income Fund, L.P. • Real estate • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF INVESTMENT GRADE R.E. INCOME FUND, L.P., A DELAWARE LIMITED PARTNERSHIP (this “Agreement”) is effective as of January 10, 2020, the date that IGRE Capital Holdings, LLC, a Delaware limited liability company (the “General Partner”), whose address is 831 State Street, Suite 280, Santa Barbara, CA 93101, executed this Agreement. This Agreement shall be binding upon each of the limited partners who execute this Agreement, and whose names shall then be inserted on Exhibit A, attached hereto and incorporated herein (collectively referred to as the “Limited Partners”). The General Partner and Limited Partners are referred to collectively herein as the “Partners.”

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • July 12th, 2023 • aShareX Fine Art, LLC • Services-business services, nec • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF ASHAREX FINE ART, LLC (this Agreement) is entered into between aShareX Fine Art, LLC, a Delaware series limited liability company (the “Company”) and aShareX Holdings, LLC, a Delaware limited liability company (the “Managing Member”), effective as of January 13, 2023 (the “Effective Date”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE DEVELOPMENT EREIT, LLC Dated as of August 3, 2021
Operating Agreement • May 3rd, 2022 • Fundrise Development eREIT, LLC • Real estate investment trusts • Delaware

This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE DEVELOPMENT eREIT, LLC is dated as of August 3, 2021. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1 or Section 13.1.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of LUNADNA, LLC Last Amended: November 23, 2020
Limited Liability Company Agreement • November 24th, 2020 • LunaDNA, LLC • Services-computer processing & data preparation • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of LunaDNA, LLC, a Delaware limited liability company (“Company”), is made as of November 23, 2020 (the “Effective Date”) by and among LunaPBC, Inc., a Delaware corporation (together with its successors as manager of the Company, the “Manager”) and the persons from time to time identified on the Schedule of Members (as defined herein) who are members of the Company (collectively, and solely in their respective capacity as members of the Company, the “Members”).

Amended Operating Agreement of Efund City Metro Income Fund LLC A Delaware Limited Liability Company
Operating Agreement • June 1st, 2021 • Efund City Metro Income Fund LLC • Real estate • Delaware

This Amended Operating Agreement (the “Agreement”) of Efund City Metro Income Fund LLC, a Delaware limited liability company (the “Company”), is dated as of ______, 2021.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • September 17th, 2018 • AHP Servicing LLC • Real estate • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF LIGHTHOUSE LIFE CAPITAL, LLC (A Delaware Limited Liability Company)
Limited Liability Company Agreement • December 15th, 2020 • Lighthouse Life Capital, LLC • Life insurance • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is effective as of July 8, 2020, by LHL Strategies, Inc. (the “Member”) as the sole member of Lighthouse Life Capital, LLC (the “Company”). In consideration of the premises and the covenants hereinafter provided, and other good and valuable consideration, the sufficiency and adequacy of which are acknowledged by the execution of this Agreement, the Member hereby agrees as follows:

a Delaware Limited Liability Company) Limited Liability Company Agreement November 1, 2015
Limited Liability Company Agreement • February 3rd, 2016 • Luna Azul Development Fund, LLC • Land subdividers & developers (no cemeteries) • Delaware
PERSONAL AND CONFIDENTIAL Mr. Clifford Starke, Chief Executive Officer Flora Growth Corp. Fort Lauderdale, Florida, United States 33309
Engagement Letter • August 7th, 2024 • Flora Growth Corp. • Pharmaceutical preparations • New York

The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. ("Aegis") will act as the exclusive placement agent in connection with the proposed Regulation A on a best effort basis (the "Offering") by Flora Growth Corp. (collectively, with its subsidiaries and affiliates, the "Company") of its shares of Common Shares and/or pre-funded warrants (the "Securities"). The parties previously entered into an engagement letter on June 14, 2024, (the "Initial Engagement Letter") This amended and restated engagement letter replaces and supersedes the Initial Engagement Letter. This engagement letter sets forth certain conditions and assumptions upon which the Offering is premised. Except as expressly provided herein, this engagement letter is not intended to be a binding legal document, as the agreement between the parties hereto on the matters relating to the Offering will be embodied in the Placement Agent Agreement (as defined below). It is contempla

LIMITED LIABILITY COMPANY AGREEMENT OF NORHART INVEST LLC A MINNESOTA LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • June 22nd, 2023 • Norhart Invest LLC • Real estate • Minnesota

Michael S. Kaeding and Alyssa C. Kaeding, residents of the State of Minnesota, (each a “Member” and collectively the “Members”) hereby form a limited liability company pursuant to and in accordance with the Minnesota Limited Liability Company Act (the “Act”), and hereby declare the following to be the Limited Liability Company Agreement of such limited liability company (this “Agreement”):

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SOW GOOD INVESTMENTS, LLC
Operating Agreement • October 11th, 2023 • Sow Good Investments, LLC • Finance services

THE LIMITED LIABILITY COMPANY INTERESTS (“INTERESTS”) IN THE VARIOUS SERIES OF SOW GOOD INVESTMENTS, LLC ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT (“AGREEMENT”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. INTERESTS MAY NOT BE TRANSFERRED UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN ADDITION, TRANSFERS OF INTERESTS ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN SECTION 5.7 OF THIS AGREEMENT.

OPERATING AGREEMENT OF Rock Fund VII-A, LLC a Delaware limited liability company
Operating Agreement • October 27th, 2016 • Rock Fund VII-A, LLC • Real estate • Delaware

This Operating Agreement is entered into as of the date set forth on the signature pages hereto, by and among Rock Fund VII-A, LLC, and the members set forth on the signature pages hereto.

AMENDED AND RESTATED OPERATING AGREEMENT IRON BRIDGE MORTGAGE FUND, LLC
Operating Agreement • December 19th, 2017 • Iron Bridge Mortgage Fund LLC • Real estate • Oregon

The Fund was formed pursuant to Articles of Organization filed in the office of the Secretary of State of the State of Oregon on September 29, 2008. The Operating Agreement of the Fund adopted on April 1, 2008, is being amended and restated in its entirety by this Amended and Restated Operating Agreement (“Operating Agreement”). This Operating Agreement of the Fund sets forth the terms under which the Fund will operate and Persons will be admitted as Members of the Fund.

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