Free LLC Operating Agreement Template

ORGANIZATION

SUNRISE DIGITAL LLC (the "Company") is a limited liability company organized under the laws of the State of Delaware, and where applicable under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., or the corresponding state enactment of the Revised Uniform Limited Liability Company Act (RULLCA). The principal office of the Company is located at 250 Technology Square, San Francisco, CA 94105. The Company shall be governed by this Operating Agreement (this "Agreement") and the applicable provisions of the Delaware Limited Liability Company Act, as amended from time to time, which the Members acknowledge is intended, to the fullest extent permitted by 6 Del. C. § 18-1101(c) and analogous provisions of state law, to give maximum effect to the principle of freedom of contract and the enforceability of this Agreement. This Agreement is effective as of March 15, 2026.

REGISTERED AGENT

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 6 Del. C. § 18-104 (or the corresponding section of the formation state LLC Act). The registered agent may be changed by filing the appropriate documents with the Secretary of State and providing notice to the Members.

PURPOSE

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

MEMBERS AND CAPITAL CONTRIBUTIONS

The Members and respective capital contributions are as set forth below. Each Member's ownership percentage is listed as their "Membership Interest."

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. No Member shall be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a Member, consistent with 6 Del. C. § 18-303(a) and analogous provisions of state LLC Acts. Capital accounts shall be established and 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).

MANAGEMENT AND AUTHORITY

The Company shall be managed by a designated Manager ("Manager-Managed") in accordance with 6 Del. C. § 18-402 and the corresponding provisions of the formation state LLC Act. 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. The Manager shall be bound by the duties of care and loyalty to the Company and its Members as set forth under applicable law and as modified by this Agreement pursuant to 6 Del. C. § 18-1101(c), provided that the implied contractual covenant of good faith and fair dealing may not be eliminated. 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.

VOTING RIGHTS AND MEMBER DECISIONS

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 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.

TRANSFER OF MEMBERSHIP INTEREST

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 (as determined by a mutually agreed independent appraiser, or if not agreed within 30 days, by arbitration): (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

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.

TAX MATTERS

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.

MANDATORY TAX DISTRIBUTION

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. This provision is intended to ensure that Members have sufficient liquidity to satisfy their personal income tax obligations attributable to Company income, it being understood that, pursuant to I.R.C. § 702 and the pass-through regime of I.R.C. § 701, LLC income is taxable to Members on a current basis whether or not distributed. No Mandatory Tax Distribution shall be made to the extent prohibited by 6 Del. C. § 18-607 (or analogous state restrictions on distributions rendering the Company insolvent).

INDEMNIFICATION AND LIMITATION OF LIABILITY

To the fullest extent permitted by 6 Del. C. § 18-108 and analogous provisions of the formation state LLC Act, 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 (which may not be eliminated under 6 Del. C. § 18-1101(c)); 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, consistent with 6 Del. C. § 18-303(a). The Company shall maintain adequate insurance coverage, including general liability and errors and omissions insurance, as reasonably determined by the Manager or Members.

NON-COMPETE AND NON-SOLICITATION

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. Note: Non-compete and non-solicitation clause enforceability varies significantly by state. California (Cal. Bus. and Prof. Code § 16600), North Dakota (N.D. Cent. Code § 9-08-06), Oklahoma (15 Okla. Stat. § 219A), and Minnesota (Minn. Stat. § 181.988) generally prohibit or sharply restrict such clauses, and the FTC Non-Compete Rule (16 C.F.R. Part 910) may further limit enforceability. Consult qualified legal counsel before execution.

DISSOLUTION AND WINDING UP

The Company shall be dissolved upon the occurrence of any of the following events, in each case consistent with 6 Del. C. §§ 18-801, 18-802 and analogous provisions of the formation state 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 accordance with 6 Del. C. § 18-804 (or analogous state law) 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 under 6 Del. C. § 18-203 (or equivalent document) with the Delaware Secretary of State.

GENERAL PROVISIONS

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.