Free LLC Operating Agreement Template

LLC OPERATING AGREEMENT

Multi-member · State Of Formation: Delaware

This Operating Agreement (this "Agreement") is entered into as of March 15, 2026 by and among the Members identified herein for the purpose of forming and governing Sunrise Digital LLC, a Delaware limited liability company (the "Company"), and is governed by Delaware Limited Liability Company Act, 6 Del. C. §§18-101 et seq..

The Company is a limited liability company organized under Delaware Limited Liability Company Act, 6 Del. C. §§18-101 et seq.. The principal office of the Company is located at 250 Technology Square, San Francisco, CA 94105. The Company shall be governed by this Agreement and the applicable provisions of the Delaware LLC Act, as amended from time to time. To the fullest extent permitted by the Delaware LLC Act (and, where applicable, 6 Del. C. §18-1101(c) for Delaware LLCs), this Agreement is intended to give maximum effect to the principle of freedom of contract and the enforceability of this Agreement.

The registered agent of the Company is Delaware Registered Agent Services Inc., located at 1209 Orange Street, Wilmington, DE 19801. The Company shall maintain a registered agent in the State of Delaware at all times as required by the Delaware LLC Act. Pursuant to 6 Del. C. §18-104, as amended by Delaware Senate Bill 98 (effective August 1, 2025), the registered agent may not perform its duties solely through a virtual office or mail-forwarding service; the registered office must be a physical street address in Delaware at which the registered agent is generally present during normal business hours.

The purpose of the Company is to engage in any lawful business activity that may be conducted by a limited liability company under the Delaware LLC Act, as determined by the Members from time to time. The Company shall have all powers necessary or incidental to carry out its purposes.

The Members and respective capital contributions are as set forth below. Each Member's ownership percentage is set forth below.

Alice Chen — San Francisco, CA 94105 — 60% ownership, $60,000 (Cash)
Robert Kim — Oakland, CA 94607 — 40% ownership, $40,000 (Cash)

No Member shall be required to make additional capital contributions without their written consent. Capital accounts shall be maintained for each Member in accordance with Treasury Regulation §1.704-1(b)(2)(iv), and allocations of profit and loss shall be made in a manner that has substantial economic effect within the meaning of Treas. Reg. §1.704-1(b)(2).

The Company shall be managed by a designated Manager ("Manager-Managed"). The Manager of the Company is Robert Kim, Chief Executive Officer. The Manager shall have authority to make day-to-day business decisions without Member approval and shall be bound by the duties of care and loyalty to the Company and its Members as set forth under the Delaware LLC Act. The following actions shall require the approval of Members holding a majority of Membership Interests: (i) sale or transfer of all or substantially all Company assets; (ii) admission of new Members; (iii) amendment of this Agreement; (iv) merger, consolidation, or dissolution of the Company; (v) any transaction or debt obligation in excess of $50,000 outside the ordinary course of business; (vi) confession of judgment or settlement of litigation. The Manager may be removed by Members holding a majority of Membership Interests upon written notice.

A judgment creditor of any Member shall have, as the sole and exclusive remedy with respect to such Member's Membership Interest, a charging order against distributions otherwise payable to the Member, in accordance with 6 Del. C. §18-703. The charging order shall not entitle the creditor to become a Member, to participate in management, to vote, to inspect books and records, or to force a sale or foreclosure of the Membership Interest.

Voting rights shall be allocated proportionate to each Member's Membership Interest. A Member holding a 60% interest shall hold 60% of the total voting power. All routine decisions shall be by majority vote of Membership Interests unless a higher threshold is specified herein. Notwithstanding the foregoing, the following actions shall require the affirmative vote of Members holding at least 75% of total Membership Interests: (i) sale or transfer of all or substantially all Company assets outside the ordinary course of business; (ii) admission or expulsion of Members; (iii) amendment of this Operating Agreement; (iv) merger, consolidation, or conversion of the Company; (v) voluntary dissolution; (vi) incurring any indebtedness in excess of $100,000 not contemplated by the annual budget. Regular meetings of the Members shall be held quarterly, at such time and place as the Members may determine. Action may also be taken by written consent of the Members holding the requisite voting power, without a meeting, in accordance with the Delaware LLC Act.

No Member may sell, assign, transfer, pledge, hypothecate, or otherwise dispose of all or any portion of their Membership Interest (a "Transfer") without the prior written consent of Members holding a majority of the remaining Membership Interests. Any purported Transfer in violation of this Article shall be null and void. Before making any Transfer to a third party, a Member desiring to Transfer their interest (the "Selling Member") shall first deliver written notice to the Company and all other Members specifying the proposed price, terms, and identity of the proposed transferee. The remaining Members shall have thirty (30) days from receipt of such notice to elect to purchase the Selling Member's interest on a pro-rata basis at the same price and on the same terms offered by the third party ("Right of First Refusal"). If the remaining Members do not fully exercise this right, the Company shall have an additional fifteen (15) days to purchase any unelected portion. Upon the occurrence of any of the following events with respect to a Member (each, a "Triggering Event"), the Company shall have the option, exercisable within ninety (90) days of written notice, to purchase the affected Member's entire Membership Interest at Fair Market Value, determined by an independent appraiser mutually agreed upon by the parties, or, if no agreement is reached within thirty (30) days, by binding arbitration before a single arbitrator with relevant business-valuation expertise: (i) death of a Member; (ii) permanent disability of a Member preventing meaningful participation; (iii) a court order or divorce decree that purports to Transfer any Membership Interest to a non-Member; (iv) filing of a voluntary petition in bankruptcy or appointment of a trustee over a Member's assets; (v) dissolution or administrative revocation of a Member that is an entity. Any permitted transferee shall not become a substituted Member without the written consent of Members holding a majority of Membership Interests. Until admitted as a Member, a permitted transferee shall be entitled only to receive the economic benefits (allocations and distributions) of the transferred interest.

Distributions of cash or other Company property shall be made to the Members at such times and in such amounts as determined by the Manager, subject to Member approval. All distributions shall be allocated among the Members in proportion to their respective Membership Interests. No distribution shall be made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the ordinary course of business. Distributions in kind (non-cash) shall be valued at fair market value as of the date of distribution.

The Company shall be treated as a partnership for U.S. federal income tax purposes pursuant to Treasury Regulation §301.7701-3 (the "check-the-box" regulations), unless a timely election is made on IRS Form 8832 to be classified as an association taxable as a corporation under I.R.C. §7701(a)(3). In accordance with I.R.C. §701, the Company shall not be subject to federal income tax at the entity level, and each Member shall report their allocable share of the Company's income, gains, losses, deductions, and credits on their individual tax returns in accordance with their Membership Interest and the allocation provisions of I.R.C. §§702 and 704 and the Treasury Regulations thereunder. The Members shall designate a "Partnership Representative" within the meaning of I.R.C. §6223 (as enacted by the Bipartisan Budget Act of 2015) to represent the Company in all tax audits and proceedings before the Internal Revenue Service. All significant tax elections, including any election under I.R.C. §754 and any push-out election under I.R.C. §6226, shall require the consent of Members holding a majority of Membership Interests. The fiscal year of the Company shall end on December 31 of each calendar year unless changed by the Members in accordance with applicable Treasury regulations.

Notwithstanding any other provision of this Agreement, the Company shall distribute to each Member, no later than March 15 of each calendar year (or on or before the applicable estimated tax due dates under I.R.C. §6654, if earlier), an amount equal to such Member's allocable share of the Company's net taxable income for the immediately preceding fiscal year multiplied by the highest combined marginal federal and state income tax rate applicable to any Member in such year (the "Mandatory Tax Distribution"). Such Mandatory Tax Distribution shall be credited against and reduce any subsequent regular distribution to which such Member would otherwise be entitled. No Mandatory Tax Distribution shall be made to the extent prohibited by the Delaware LLC Act (or, where applicable, 6 Del. C. §18-607) restricting distributions that would render the Company insolvent.

To the fullest extent permitted by the Delaware LLC Act (and, where applicable, 6 Del. C. §18-108 for Delaware LLCs), the Company shall indemnify, defend, and hold harmless each Member and the Manager, and their respective heirs, executors, administrators, successors, and assigns (each, an "Indemnified Party"), from and against any loss, damage, liability, cost, and expense (including reasonable attorneys' fees and court costs) actually and reasonably incurred by such Indemnified Party in connection with any claim, demand, action, or proceeding arising out of or relating to any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company within the scope of their authority under this Agreement, except to the extent that such loss, damage, or liability arises from: (i) fraud; (ii) gross negligence; (iii) willful misconduct; (iv) a material breach of this Agreement or of the implied contractual covenant of good faith and fair dealing; or (v) any transaction from which the Indemnified Party derived an improper personal benefit. No Member shall be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a Member.

During the term of this Agreement and for a period of two (2) years following the date on which a Member ceases to be a Member of the Company for any reason (the "Restricted Period"), such former Member agrees not to, directly or indirectly: (i) own, manage, operate, control, finance, or participate in the ownership, management, operation, or control of any business or enterprise that is directly competitive with the Company's primary business within a fifty (50) mile radius of the Company's principal office; (ii) solicit or attempt to solicit any customer, client, or prospect of the Company with whom such Member had material contact during the twelve (12) months preceding the date of departure; or (iii) recruit, solicit, hire, or encourage any employee, officer, contractor, or consultant of the Company to leave the Company's employ or service. Each Member acknowledges that the restrictions set forth herein are reasonable in scope and duration given the nature of the Company's business and the Member's role therein.

Federal status (current as of 2026): The Federal Trade Commission's Non-Compete Clause Rule (16 C.F.R. Part 910) was formally REMOVED from the Code of Federal Regulations effective February 12, 2026, after the U.S. District Court for the Northern District of Texas vacated the rule in Ryan LLC v. FTC on August 20, 2024. The FTC continues case-by-case enforcement against unfair non-competes under Section 5 of the FTC Act, 15 U.S.C. §45, but no across-the-board federal ban is in effect. State law governs enforceability.

State enforceability — Delaware: Delaware courts enforce reasonable non-competes among LLC members under a reasonableness test; member-on-member restrictions tied to business interest typically survive review.

The Company shall be dissolved upon the occurrence of any of the following events, in each case consistent with the Delaware LLC Act: (i) the written election to dissolve by all Members; (ii) entry of a judicial decree of dissolution; or (iii) any other event causing dissolution under the Delaware LLC Act. Upon dissolution, the Company shall wind up its affairs, cease carrying on its business (except as necessary for winding up), liquidate its assets, and apply and distribute the proceeds in the following order: first, to pay all debts, liabilities, and obligations of the Company to creditors, including Members who are creditors (including expenses of winding up); second, to establish any reserves deemed necessary for contingent or unforeseen liabilities; and third, to the Members in proportion to their Membership Interests. The Company's legal existence shall terminate upon the filing of a Certificate of Cancellation (or equivalent document under the Delaware LLC Act) with the Secretary of State of Delaware.

Entire Agreement: This Agreement, together with any exhibits attached hereto, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior discussions, representations, and agreements. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of law principles. Amendment: This Agreement may be amended only by a written instrument duly executed by all Members. Severability: If any provision of this Agreement is determined to be invalid or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect. Counterparts: This Agreement may be executed in one or more counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Waiver: The failure of any Member to insist upon the performance of any provision of this Agreement shall not constitute a waiver of that Member's right to insist upon performance in the future.

IN WITNESS WHEREOF, the Members of Sunrise Digital LLC have executed this Operating Agreement as of the Effective Date first written above.