ex1a-2b-bylaws Sample Contracts

Connect Invest II LLCAMENDED AND RESTATED OPERATING AGREEMENT OF CONNECT INVEST II LLC Effective as of December 15, 2020 AMENDED AND RESTATED OPERATING AGREEMENT OF CONNECT INVEST II LLC (February 23rd, 2021)

THIS AMENDED AND RESTATED OPERATING AGREEMENT of Connect Invest II LLC (this “Agreement”), effective as of December 15, 2020 (the “Effective Date”), is adopted, executed and agreed to by the members (the “Members”), listed on the signature page hereto.

Masterworks 046, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 046, LLC (February 22nd, 2021)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 046, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2021, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

StartEngine Real Estate REIT 1 LLCAMENDED AND RESTATED OPERATING AGREEMENT OF StartEngine Real Estate REIT 1 LLC Dated as of February 19, 2021 (February 22nd, 2021)

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Operating Agreement”) is made and entered into effective February 19, 2021, by and among Real Estate Income Investors LLC, a California limited liability company (the “Investment Manager” and, until the Initial Date, an Initial Member of the Company, the “AII Initial Member”), StartEngine Assets LLC, a Delaware limited liability company (the “Administrative Manager” and, until the Initial Date, an Initial Member of the Company, the “SE Initial Member”) and such other Members who become party hereto pursuant to the terms of this Agreement (collectively referred to in this agreement as the “Members”). This Operating Agreement supersedes and replaces the original operating agreement of the Company dated August 18, 2020.

Opening Night Enterprises, LLCTO THE OFFERING CIRCULAR OPENING NIGHT ENTERPRISES, LLC (February 18th, 2021)

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY OF THE MEMBERSHIP INTERESTS (i.e. SECURITIES) REPRESENTED BY THIS COMPANY OPERATING AGREEMENT NOR DOES THE SECURITIES EXCHANGE COMMISSION PASS UPON THE MERITS OR GIVE ITS APPROVAL TO THE TERMS OF THIS OFFERING, THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OF THIS OPERATING AGREEMENT OR OTHER SELLING LITERATURE. THE SECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED WITH THE SECURITIES EXCHANGE COMMISSION, NOR HAVE THEY BEEN REGISTERED WITH ANY FOREIGN EQUIVALENT AGENCY OR BRANCH. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES BEING OFFERED ARE EXEMPT FROM REGISTRATION. THE SECURITIES BEING OFFERED ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE I

StartEngine Loans Fund I LLCLIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE LOANS FUND I LLC LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE LOANS FUND I LLC (January 22nd, 2021)

This LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE LOANS FUND I LLC (this “Agreement”) is entered into this 5th day of January, 2021 between StartEngine Assets LLC, a Delaware limited liability company (the “Administrative Manager” and the “Managing Member”), and each Asset Manager who becomes a party hereto through an executed joinder agreement substantially in the form set forth in Exhibit A hereto. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.

StartEngine Collectibles Fund I LLCLIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC (January 20th, 2021)

This LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC (this “Agreement”) is entered into this 5th day of January, 2021 between StartEngine Assets LLC, a Delaware limited liability company (the “Administrative Manager” and the “Managing Member”), and each Asset Manager who becomes a party hereto through an executed joinder agreement substantially in the form set forth in Exhibit A hereto. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.

Masterworks Collection 001, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS COLLECTION 001, LLC (January 12th, 2021)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks Collection 001, LLC, a Delaware limited liability company (the “Company”), is dated as of ______________, 2021, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

RYSE, Inc.BY-LAW NO. 1 OF ETAPA WINDOW FASHIONS INC. (the "Corporation") General By-Law (December 29th, 2020)
Masterworks 033, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 033, LLC (December 16th, 2020)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 033, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2020, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

370 Markets LLCOPERATING AGREEMENT (December 14th, 2020)

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGING MEMBER OR THEIR AFFILIATES, OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING, AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY ON HIS OR HER OWN ADVISORS AS TO THE LEGAL, TAX AND/OR ECONOMIC IMPLICATIONS OF THE INVESTMENT DESCRIBED IN THIS AGREEMENT AND ITS SUITABILITY FOR SUCH INVESTOR.

Torque Lifestyle Brands, Inc.AMENDED AND RESTATED BYLAWS OF TORQUE LIFESTYLE BRANDS, INC. (November 23rd, 2020)
Opening Night Enterprises, LLCTO THE OFFERING CIRCULAR OPENING NIGHT ENTERPRISES, LLC (November 13th, 2020)

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY OF THE MEMBERSHIP INTERESTS (i.e. SECURITIES) REPRESENTED BY THIS COMPANY OPERATING AGREEMENT NOR DOES THE SECURITIES EXCHANGE COMMISSION PASS UPON THE MERITS OR GIVE ITS APPROVAL TO THE TERMS OF THIS OFFERING, THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OF THIS OPERATING AGREEMENT OR OTHER SELLING LITERATURE. THE SECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED WITH THE SECURITIES EXCHANGE COMMISSION, NOR HAVE THEY BEEN REGISTERED WITH ANY FOREIGN EQUIVALENT AGENCY OR BRANCH. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES BEING OFFERED ARE EXEMPT FROM REGISTRATION. THE SECURITIES BEING OFFERED ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE I

RDE, Inc.SECOND AMENDED AND RESTATED BYLAWS OF UBID HOLDINGS, INC. (A DELAWARE CORPORATION) (November 4th, 2020)
DF Growth REIT II, LLCLIMITED LIABILITY COMPANY AGREEMENT (November 2nd, 2020)

This is an Agreement, entered into effective on August 20, 2020, by and among DF Growth REIT II, LLC, a Delaware limited liability company (the “Company”), DF Manager, LLC, a Delaware limited liability company (“Diversy Manager”), DiversyFund, Inc., a Delaware corporation (the “Sponsor”), and the persons admitted to the Company as members by the Manager following the date of this Agreement (“Investor Members”). The Sponsor and the Investor Members are sometimes referred to as “Members” in this Agreement.

RDE, Inc.SECOND AMENDED AND RESTATED BYLAWS OF UBID HOLDINGS, INC. (A DELAWARE CORPORATION) (October 22nd, 2020)
Trilogy Multifamily Income & Growth Holdings I, LLCLIMITED LIABILITY COMPANY AGREEMENT OF TRILOGY MULTIFAMILY INCOME & GROWTH HOLDINGS I, LLC (October 2nd, 2020)

This Limited Liability Company Agreement, dated September 25, 2020, of Trilogy Multifamily Income & Growth Holdings I, LLC, a Delaware limited liability company (the “Company”), is entered into by the Company and Trilogy Multifamily Income & Growth Holdings I Manager, LLC, a Delaware limited liability company, the sole member of the Company (the “Member”).

Lb 1 LLCOPERATING AGREEMENT OF LB 1 LLC (September 22nd, 2020)

THE LIMITED LIABILITY COMPANY SHARES OF MEMBERSHIP INTEREST DESCRIBED IN THIS OPERATING AGREEMENT (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ALL SHARES MUST BE ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION OF THE SHARES. A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SHARES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE SHARES. THIS AGREEMENT ALSO PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE SHARES.

Waverly Labs IncVOTING AGREEMENT (September 17th, 2020)

This Voting Agreement (this “Agreement”), is made and entered into as of this 16 day of November, 2017, by and among Waverly Labs Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A Common Stock, par value $0.0001 per share (“Series A Stock”) listed on Schedule A (together with any subsequent transferees who become parties hereto as “Series A Stockholders” pursuant to Subsection 5.1 below, the “Series A Stockholders”), and each holder of the Company’s Series B Common Stock, par value $0.0001 per share (“Series B Stock”) listed on Schedule B (together with any subsequent transferees who become parties hereto as “Series B Stockholders” pursuant to Subsection 5.1 below, the “Series B Stockholders” and together with the Series A Stockholders, the “Stockholders”).

RDE, Inc.AMENDED AND RESTATED BYLAWS OF UBID HOLDINGS, INC. (A DELAWARE CORPORATION) (August 31st, 2020)
Groundfloor Yield LLCOPERATING AGREEMENT OF GROUNDFLOOR YIELD LLC (A Georgia Limited Liability Company) DATED: APRIL 10, 2020 (August 21st, 2020)

This OPERATING AGREEMENT of GROUNDFLOOR YIELD LLC (the “Company”), a limited liability company organized pursuant to the Georgia Limited Liability Company Act (the “Act”), is executed effective as of the date set forth on the cover page of this Agreement. GROUNDFLOOR FINANCE INC., a Georgia corporation (“Groundfloor Parent”), is the sole member of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701-3, Groundfloor Parent and the Company intend for the Company to be disregarded as an entity that is separate from Groundfloor Parent. For all other purposes (including, without limitation, limited liability protection for Groundfloor Parent from Company liabilities), however, Groundfloor Parent and the Company intend for the Company to be respected as a legal entity that is separate and apart from Groundfloor Parent.

Masterworks 021, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 021, LLC July [ ], 2020 (August 12th, 2020)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 021, LLC, a Delaware limited liability company (the “Company”), is dated as of July , 2020, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

Opening Night Enterprises, LLCTO THE OFFERING CIRCULAR OPENING NIGHT ENTERPRISES, LLC (August 10th, 2020)

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY OF THE MEMBERSHIP INTERESTS (i.e. SECURITIES) REPRESENTED BY THIS COMPANY OPERATING AGREEMENT NOR DOES THE SECURITIES EXCHANGE COMMISSION PASS UPON THE MERITS OR GIVE ITS APPROVAL TO THE TERMS OF THIS OFFERING, THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OF THIS OPERATING AGREEMENT OR OTHER SELLING LITERATURE. THE SECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED WITH THE SECURITIES EXCHANGE COMMISSION, NOR HAVE THEY BEEN REGISTERED WITH ANY FOREIGN EQUIVALENT AGENCY OR BRANCH. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES BEING OFFERED ARE EXEMPT FROM REGISTRATION. THE SECURITIES BEING OFFERED ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE I

HIS Capital Fund III, LLCOperating AgreementHIS Capital Fund III, LLC (August 5th, 2020)
Emancipation Fund Initiative LLCLIMITED LIABILITY COMPANY AGREEMENT OF THE EMANCIPATION FUND INITIATIVE LLC (July 24th, 2020)

This Limited Liability Company Agreement (this “Agreement”) of The Emancipation Fund Initiative LLC (the “Company”) is entered into as of the 21st day of April, 2020 by Brittney Rogers (the “Managing Member”) pursuant to and in accordance with the Texas Business Organizations Code, as amended from time to time (the “Code”).

Red Oak Capital Intermediate Income Fund, LLCLIMITED LIABILITY COMPANY AGREEMENT OF RED OAK CAPITAL INTERMEDIATE INCOME FUND, LLC (July 21st, 2020)

This Limited Liability Company Agreement, dated June 24, 2020, of Red Oak Capital Intermediate Income Fund, LLC, a Delaware limited liability company (the “Company”), is entered into by the Company and Red Oak Capital Participation Fund GP, LLC, a Delaware limited liability company, the sole member of the Company (the “Member”).

Red Oak Capital Fund V, LLCLIMITED LIABILITY COMPANY AGREEMENT OF RED OAK CAPITAL FUND V, LLC (July 8th, 2020)

This Limited Liability Company Agreement, dated March 23, 2020, of Red Oak Capital Fund V, LLC, a Delaware limited liability company (the “Company”), is entered into by the Company and Red Oak Capital GP, LLC, a Delaware limited liability company, the sole member of the Company (the “Member”).

Masterworks 017, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 017, LLC May [ ], 2020 (June 4th, 2020)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 017, LLC, a Delaware limited liability company (the “Company”), is dated as of May , 2020, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

Masterworks 016, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 016, LLC May [ ], 2020 (May 28th, 2020)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 016, LLC, a Delaware limited liability company (the “Company”), is dated as of May , 2020, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

Masterworks 015, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 015, LLC May [ ], 2020 (May 26th, 2020)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 015, LLC, a Delaware limited liability company (the “Company”), is dated as of May , 2020, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

Legacy Teak, LLCOPERATING AGREEMENT of LEGACY TEAK, LLC (May 1st, 2020)

This Operating Agreement is made and entered into effective as of October 8, 2018 by and among Michael Cobb (the “Manager”) and the several persons whose names and addresses are set forth in Exhibit “1” attached hereto and incorporated herein by reference, and whose signatures appear on the counterpart signature pages attached hereto, and any other Person who shall hereafter execute this Agreement as a Member of Legacy Teak, LLC, pursuant to and in accordance with Wyoming Limited Liability Company Act, as amended from time to time.

Wolverine Partners Corp.ii - 6.2 6.3 6.4 Transaction of Business 7 Meetings by Electronic Means . 7 Procedures . 7 Article 7 Officers . 7 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 Designation and Appointment . 7 Powers and Duties of Officers . 7 Term of Office 8 Vacancies 8 Remuneration ... (April 28th, 2020)
Groundfloor Yield LLCOPERATING AGREEMENT OF GROUNDFLOOR YIELD LLC (A Georgia Limited Liability Company) DATED: APRIL 10, 2020 (April 22nd, 2020)

This OPERATING AGREEMENT of GROUNDFLOOR YIELD LLC (the “Company”), a limited liability company organized pursuant to the Georgia Limited Liability Company Act (the “Act”), is executed effective as of the date set forth on the cover page of this Agreement. GROUNDFLOOR FINANCE INC., a Georgia corporation (“Groundfloor Parent”), is the sole member of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701-3, Groundfloor Parent and the Company intend for the Company to be disregarded as an entity that is separate from Groundfloor Parent. For all other purposes (including, without limitation, limited liability protection for Groundfloor Parent from Company liabilities), however, Groundfloor Parent and the Company intend for the Company to be respected as a legal entity that is separate and apart from Groundfloor Parent.

Joyner Capital LPJOYNER CAPITAL LP Limited Partnership Agreement (March 10th, 2020)

THIS LIMITED PARTNERSHIP AGREEMENT OF JOYNER CAPITAL LP dated as of January 12, 2020, is entered into by and among Joyner Enterprises LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

Fundrise Balanced Ereit Ii, LLCAMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE BALANCED eREIT II, LLC Dated as of [____________] (February 26th, 2020)

This AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE BALANCED eREIT II, LLC is dated as of [__________]. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in ‎Section 1.1 or Section 13.1.

Fundrise Growth Ereit Vii, LLCAMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE GROWTH eREIT VII, LLC Dated as of [____________] (February 26th, 2020)

This AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE GROWTH eREIT VII, LLC is dated as of [__________]. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in ‎Section 1.1 or Section 13.1.