G/Open-Source-Law/PO/Demo/ICECREAM-LLC-Master-2021-09-01.md

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Master:
LIMITED LIABILITY COMPANY AGREEMENT OF ICECREAM LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of ICECREAM LLC, a Delaware limited liability company (the "Company"), is effective as of 2021-09-01, by Acme Incorporated, a Delaware Corporation whose business address is 75 State Street, Boston, MA 02109 (the "Member") as the initial member of the Company.
RECITALS
The Company has been organized as a Delaware limited liability company by the filing of a certificate of formation (the "Certificate") in accordance with the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq. (as amended from time to time, the "Act").
The Certificate includes a notice of limitation of liabilities of series limited liability company interests established herein in accordance with Section 215(b) of the Act.
The Company is authorized to establish, pursuant to this Agreement, one or more series with members and limited liability company interests with separate and distinct rights, powers, duties, obligations, assets, businesses and objectives from that of the Company (each a "Series").
Each Series formed under the Company will functionally operate as a separate limited liability company and each Series shall be governed by a separately executed limited liability company operating agreement.
The Company is hereby formed as the "master" limited liability company (the "Master LLC") and shall not maintain any ownership interest in any Series or assets held on behalf of any Series.
Acme Incorporated, as the initial Member of the Master LLC, desires to enter into a written limited liability company agreement as to the affairs of the Master LLC.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Member hereby agrees as follows:
ARTICLE I. ORGANIZATIONAL MATTERS
Name
The name of the Company shall be "ICECREAM LLC". The Member or Manager shall file or cause to be filed any trade name or fictitious name certificates and similar filings, and any amendments thereto, that the Member or Manager considers appropriate or advisable.
Term
The "Term" of the Company is perpetual or until dissolved as provided in Article VI Section 1.
Registered Office and Agent
The Company shall continuously maintain a Delaware registered office and a registered agent for service of process as required by the Act. The initial registered office and agent of the Company shall be as stated in the Certificate. If the registered agent ceases to act as such for any reason, or the registered office shall change, then the Member or Manager shall promptly designate a replacement registered agent or file or cause to be filed a notice of change of address, as the case may be.
Principal Office
The Company will maintain its principal business office at such places of business as the Member or Manager may deem advisable for the conduct of the Company’s business. The Company may have such other offices and in such locations as the Manager from time to time may determine, or the business of the Company may require.
Purpose
The Company has been created to engage in any and all lawful activities and transactions as may be necessary or advisable to complete the Company’s business as determined by the Member or Manager, and to serve as the "master" limited liability company for each separately formed Series. Each Series shall have a separate purpose and may engage in any business, purpose or activity in which a limited liability company may engage under applicable law (including, without limitation, the Act) and in which the Manager causes the Company to engage.
Additional Documents
The Manager shall cause to be executed, filed, recorded, published, or amended in the name of the Company any documents, as the Manager in its sole and absolute discretion determines to be necessary or advisable, (a) in connection with the conversion or the formation, operation, dissolution, winding up, or termination of the Company or any Series pursuant to applicable law, or (b) to otherwise give effect to the terms of this Agreement or any Separate Series Operating Agreement (as defined in Article II below), and such terms shall be consistent with the terms and provisions of this Agreement or any Separate Series Operating Agreement.
Taxation
At all times that the Company has only one Member (who owns 100% of the limited liability company interests in the Company), it is the intention of the Member that the Company be disregarded for federal, state, local and foreign income tax purposes. Each Series shall be, to the extent permissible by applicable law, treated as a separate partnership for federal and applicable State tax purposes.
ARTICLE II. SEPARATE SERIES, AND CAPITALIZATION
Separate Series
The Company is authorized to establish, pursuant to this Agreement, one or more series with members and limited liability company interests with separate and distinct rights, powers, duties, obligations, operations, businesses and objectives from that of the Company described herein as a "Series". To the maximum extent permitted by the Act (including, without limitation, Section 18-215(b)), the assets, income, gains, losses, expenses, deductions, credits, distributions, debts, rights, obligations, penalties and liabilities of any Series shall be associated with and limited to such Series, and not any other Series or the Company.
To the maximum extent permitted by the Act, each Series shall constitute and be treated as a designated separate "series" of the Company interests and the debts, liabilities, obligations and expenses associated with an individual Series shall not be asserted against income, gains or assets of any other Series or the Company.
The specific provisions, rights, powers, obligations, and privileges with respect to each Series shall be set forth in a writing referred to herein as a "Separate Series Operating Agreement" that will be separately executed by and between the Manager and the member(s) of such Series. The respective capital contributions and limited liability company interests of the members participating in each Series shall be set forth in the Separate Series Operating Agreement therefor and limited accordingly thereto.
A member participating in one Series shall have no rights or interest with respect to any other Series, unless such member independently acquires an interest in such other Series.
The manager and members of each Series shall take such reasonable steps as are necessary to implement the foregoing provisions of this Article II Section 1, including maintaining separate and distinct records for each Series, separately holding and accounting for the assets of each such Series, and shall otherwise comply with the requirements of Section 18-215 of the Act.
The dissolution and termination of a Series shall not, in and of itself, cause or result in the dissolution or termination of the Company or any other Series.
All Series and any members participating in a Series agree to the disclaimers set forth under Schedule A hereto and each Separate Series Operating Agreement shall contain the entire language of Schedule A.
Capital Contributions
At the time of, and in connection with, the admission of a member to a particular Series, each Member shall contribute to the capital of such Series the amount set forth in the Separate Series Operating Agreement therefor.
ARTICLE III. MEMBERS
Admission of Member
Acme Incorporated is hereby admitted as a Member of the Master LLC.
Limited Liability
No Member shall be personally liable for any debt, obligation, or liability of the Company or a Series, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member of the Company or a Series.
Nature of Interest
A Member's interest in the Master LLC or any Series constitutes personal property. No Member has any interest in any specific asset, right or property of the Company or any Series.
ARTICLE IV. MANAGEMENT AND CONTROL OF THE COMPANY
Management of the Company
The business, property, and affairs of the Company shall be managed exclusively by or under the direction of a manager (the "Manager"). The Manager shall be a "manager" within the meaning of Section 18-101(10) of the Act. Except for situations in which the approval of the Members of a particular Series is expressly required by the Act, the Certificate, this Agreement, or a Separate Series Operating Agreement, the Manager shall have full, complete, and exclusive authority, power, and discretion to manage and control the business, property, and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business, property, and affairs.
Management of each Series
Each Separate Series Operating Agreement shall each provide for a Manager. The provisions under this Agreement relating to the Company’s Manager shall be reasonably applied to each Series’ Manager, unless otherwise provided in the Separate Series Operating Agreement.
Manager
The initial Manager of the Company shall be Andrea Ang, an individual, whose address is 55 Broadway, Cambridge, MA 02142, United States of America
Powers of the Manager
Without limiting the generality of Section 4.1, but subject to the express limitations set forth elsewhere in this Agreement or a Separate Series Operating Agreement, the Manager shall possess and may exercise all powers and privileges necessary, appropriate, or convenient to manage and carry out the purposes, business, property, and affairs of the Company and to make all decisions affecting such business and affairs, including, without limitation, the power to exercise on behalf of the Company all powers and privileges described in Section 18-106(b) of the Act and the power to open bank accounts in the name of the Company with the Manager or a representative of the Manager as signatory thereon.
Performance of Duties
Notwithstanding anything herein or in any Separate Series Operating Agreement to the contrary, the Manager does not, shall not and will not owe any fiduciary duties of any kind whatsoever to any Series or to any of the Members of any Series, by virtue of its role as the Manager, including, but not limited to, the duties of due care and loyalty, whether such duties were established as of the date of this Agreement or any time hereafter, and whether established under common law, at equity or legislatively defined. It is the intention of the parties hereto that any such fiduciary duties be affirmatively eliminated as permitted by Delaware law and under the Act and the Member hereby waives any rights with respect to such fiduciary duties.
Notwithstanding any other provision of this Agreement, any Separate Series Operating Agreement or otherwise applicable provision of law or equity, the Manager is permitted or required to make a decision (i) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, the Manager shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting any Series or any of the Members thereto, or (ii) in its "good faith" or under another expressed standard, the Manager shall act under such express standard and shall not be subject to any other or different standards.
Limited Liability of the Managers
No person who is a Manager of the Company or any Series shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company or any Series, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Manager of the Company or any Series.
ARTICLE V. ACCOUNTING, RECORDS
The books and records of each Series (i) shall be kept, and the financial position and operations recorded, in accordance with any appropriate accounting method selected by the Manager in its sole discretion and consistently applied; (ii) shall be appropriate and adequate for each Series' business; and (iii) may be maintained in other than written form, provided that such form is capable of conversion to written form within a reasonable time.
ARTICLE VI. DISSOLUTION AND WINDING UP
Dissolution
The Company shall be dissolved, its affairs wound up and its assets disposed of upon the termination of the last remaining Series (as provided in a Separate Series Operating Agreement), the termination of the legal existence of the last remaining Member of the last remaining Series or the occurrence of any other event which terminates the continued membership of the last remaining Member of the last remaining Series, unless the Company is continued in a manner permitted by this Agreement or the Act. The termination and winding up of a Series will not, in and of itself, cause a dissolution of the Company or the termination of any other Series. The termination of a Series will not affect the limitation on liabilities of the Series or any other Series provided by this Agreement, a Separate Series Operating Agreement, the Certificate or the Act. The Company shall undertake reasonable efforts, to the extent lawful, to notify each Series of any material issues that may result in the dissolution of the Company.
Continuation Following Dissolution
If at any time there is no Member for the Company or a Series, such Company or Series shall not dissolve but the "personal representative" (as such term is defined in the Section 18-101(13) of the Act) of the last remaining Member (the "Last Member") shall, within ninety (90) days of the event that terminated the continued membership of the Last Member, continue the Company or such Series effective as of the occurrence of the event that terminated the continued membership of the Last Member.
ARTICLE VII. MISCELLANEOUS
Complete Agreement
This Agreement, any applicable Separate Series Operating Agreement and the Certificate constitute the complete and exclusive statement of agreement among the Members participating in such Series, the Managers, the Company and any Series with respect to the subject matter herein and therein and replace and supersede all prior written and oral agreements or statements by and among any of the Members, Managers, the Company and any Series. To the extent that any provision of the Certificate conflicts with any provision of this Agreement or a Separate Series Operating Agreement, the Certificate shall control. To the extent that any provision of a Separate Series Operating Agreement conflicts with any provision of this Agreement, this Agreement shall control.
Governing Law
The interpretation and enforceability of this Agreement or a Separate Series Operating Agreement and the rights and liabilities of the Members as such shall be governed by the laws of the State of Delaware. To the extent permitted by the Act and other applicable laws, the provisions of this Agreement or a Separate Series Operating Agreement shall supersede any contrary provisions of the Act or other applicable laws.
Severability
In the event any provision of this Agreement or a Separate Series Operating Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement or such Separate Series Operating Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement or such Separate Series Operating Agreement.
Amendment and Waiver
Each Separate Series Operating Agreement may only be amended with the consent of its Member and the Manager as required under such Separate Series Operating Agreement.
No amendment of this Agreement may modify the method of making allocations or distributions under a Separate Series Operating Agreement, modify the method of determining the interest or ownership percentage for any Series or any member of such Series under a Separate Series Operating Agreement, or modify any provision of this Agreement or a Separate Series Operating Agreement pertaining to limitations on liability of the members of a Series, unless such amendment is authorized and approved by the Members and the Manager of the applicable Series as required under such Separate Series Operating Agreement.
The Manager's noncompliance with any provision hereof in any single transaction or event that would otherwise require the consent of the members of a Series under the applicable Separate Series Operating Agreement of such Series may be waived prospectively or retroactively in writing by the same percentage of the members of such Series that would be required to amend such provision pursuant to such applicable Separate Series Operating Agreement. No waiver shall be deemed a waiver of any subsequent event of noncompliance except to the extent expressly provided in such waiver.
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement of the Company as of the date first written above.

________________________
Acme Incorporated, as Member

Annexes:
ACCEPTANCE OF APPOINTMENT
WHEREAS, the undersigned hereby accepts appointment as the Manager of the Company and agree to be bound by the terms and conditions applicable to such of this Liability Company Agreement, as amended from time to time in accordance with the provisions hereof.
MANAGER: Acme Incorporated
_________________________
SCHEDULE A – SERIES DISCLAIMERS
Each Series, its members and managers hereby agree as follows:
The use of a “Series”, “Protected”, “Registered” or similar LLC is subject to various legal uncertainties regarding its validity, separateness, and use cases, including, without limitation, uncertainties relating to:
the non-recognition of such type of legal entity and structure by other U.S. States, such as California, New York and Massachusetts;
the lack of established case or other legal precedent regarding Series LLCs and any liability spill-over or piercing risks between the Series and the Company;
the taxation of a Series LLC; and
the bankruptcy proceedings of a Series LLC under federal law;
Notwithstanding anything to the contrary in the Agreement, the Member and Manager shall be entitled to dissolve the Company at any time, in the event where there is any risk or threatened risk of liability to the Company, Member or the Manager in relation to the Company’s or any Series’ affairs;
Each Series, its members and managers may be required by the Company, at any time, to provide basic Know Your Customer (KYC) information, such as (without limitation)a copy of a widely accepted national ID, name, and proof of address, in the event where: (i) such Series desires to obtain a bank account; (ii) the Company, Member or the Manager are legally required to provide such information; or (iii) such Series desires to become a “registered” series in the State of Delaware;
The code, software and documentation for the implementation of a series are provided "as is" and the Company, Member and the Manager hereby disclaims all warranties, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. No warranty of any kind is made that the code, software and documentation, or any products or results of the use thereof, will meet licensee's or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code or error; and
The Series, its members and managers shall indemnify and hold harmless the Company, Member and the Manager (the "Indemnified Parties") against any claims, liabilities, legal fees, judgements, or other losses incurred by the Indemnified Parties that relate to the disclaimers set forth above or that may arise from i) a Series’ non-compliance with the provisions of the Agreement; ii) any business or action undertaken of the Series, its members or managers; iii) the use of or direct interaction with any distributed ledger or blockchain.
Series:
LIMITED LIABILITY COMPANY AGREEMENT OF STRAWBERRY ICECREAM LLC, A SERIES OF ICECREAM LLC,
WITH ETHEREUM CONTRACT ADDRESS xlfwni023n04lW902xGw0O
(the “Company”)
This limited liability company agreement is made as of 2021-09-02 (the "Effective Date") by and among the Manager, the Member(s), and those persons who have or may become parties to this Agreement in the future (collectively the "Parties") of the Company. In consideration of the mutual covenants in this Agreement the Parties agree as follows:
DEFINITIONS
Definitions. When used in this Agreement, capitalized terms have the meanings as specified below:
"Act" means the Delaware Limited Liability Company Act, Section 18-101, et seq., as it may be amended and succeeded from time to time.
"Affiliate" of another Person means (i) a Person directly or indirectly (through one or more intermediaries) controlling, controlled by or under common control with that other Person; (ii) a Person owning or controlling 25% or more of the outstanding voting securities or beneficial interests of that other Person; or (iii) an officer, manager, director, partner or member of that other Person. For purposes of this Agreement, "control" of a Person means the possession, directly or indirectly, of the power to direct the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, no Member will be deemed, solely by virtue of that membership, to be an Affiliate of the Company.
"Agreement" means this limited liability company agreement of the Company, as amended from time to time.
"Arbitration Location" means Wilmington, Delaware.
"Capital Account" of a Member means the capital account of such Member determined in accordance with this Agreement, which may include Digital Assets or national (fiat) currencies.
“Capital Contribution" of a Member means the total amount of cash and other assets contributed (or deemed contributed under the Treasury Regulations) to the Company by that Member, net of liabilities assumed or to which the assets are subject.
"Code" means the Internal Revenue Code of 1986, as amended.
"Consent" means the approval of a Person to do the act or thing for which the approval is solicited, or the act of granting the approval, as the context may require.
"Covered Person" means the Manager, the Partnership Representative, the Liquidating Trustee, an officer of the Company, and their respective Affiliates.
"Digital Assets" means cryptographic tokens, cryptocurrencies, distributed ledger or blockchain-based assets, and other digital assets based on a computer-generated cryptographic protocol.
"Disability" of an individual means the incapacity of the individual to engage in any substantial gainful activity with the Company due to a physical or mental impairment that reasonably can be expected to last for a continuous period of not less than 1 month.
"Distribution" means the transfer of money or property by the Company to one or more Members with respect to their Interests, without separate consideration.
"Fair Market Value" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith.
"Fiscal Year" means the Company's taxable year, which will be the taxable year ended December 31, or other taxable year as may be selected by the Manager in accordance with applicable law.
"Interest" means with respect to each Member, as of any date, the fractional ownership interest in the Company issued by the Company, which is expressed as a percentage, the numerator of which is that Member's Capital Contribution and the denominator of which is the sum of the Capital Contributions of all Members. A Member's Interest represents the totality of the Member's interests, and the right of that Member to all benefits (including, without limitation, allocations of Net Income and Net Losses and the receipt of Distributions) to which a Member may be entitled pursuant to this Agreement and under the Act, together with all obligations of that Member to comply with the terms and provisions of this Agreement and the Act. If any provision requires the Consent of a specified percentage of Interests, that percentage will be determined by reference to the aggregate Interests of Members granting Consent on the applicable date.
"Interest Register" has the meaning specified in Article II.
"Liquidating Trustee" means the Manager (or its authorized designee) or, if there is none, a Person selected by the Consent of the Members to act as a liquidating trustee of the Company.
"Manager" means the holder of the Ethereum wallet address described in the signature page, who will be a "manager" of the Company within the meaning of Section 18-101(10) of the Act.
"Master LLC" means ICECREAM LLC, a State of Delaware limited liability company.
"Member" means any Person admitted as a Member of the Company that has not ceased to be a Member pursuant to this Agreement or the Act, having the interests and rights associated with membership in a limited liability company pursuant to this Agreement.
"Net Income" and "Net Loss" means, for each Fiscal Year, the taxable income and taxable loss, as the case may be, of the Company for that Fiscal Year determined in accordance with federal income tax principles, including items required to be separately stated, taking into account income that is exempt from federal income taxation, items that are neither deductible nor chargeable to a capital account and rules governing depreciation and amortization, except that in computing taxable income or taxable loss, the "tax book" value of an asset will be substituted for its adjusted tax basis if the two differ, and any gain, income, deductions or losses specially allocated under Article VI or will be excluded from the computation. Any adjustment to the "tax" book value of an asset pursuant to the Treasury Regulations will be treated as Net Income or Net Loss from the sale of that asset.
"Partnership Representative" means the Manager or any other Person designated by the Manager for such purpose.
"Person" means any individual or entity.
"Registered Agent" if applicable, means The Corporation Company Incorporated, a Delaware corporation, whose address is 111 Front Street, Wilmington, DE 19850, United States of America.
"Transfer" means, with respect to an Interest, the sale, assignment, transfer, other disposition, pledge, hypothecation or other encumbrance, whether direct or indirect, voluntary, involuntary or by operation of law, and whether or not for value, of that Interest. Transfer includes any transfer by gift, devise, intestate succession, sale, operation of law, upon the termination of a trust, because of or in connection with any property settlement or judgment incident to a divorce, dissolution of marriage or separation, by decree of distribution or other court order or otherwise.
"Treasury Regulations" means the regulations promulgated by the United States Treasury Department including as to all matters arising under the Code.
ORGANIZATIONAL MATTERS
Name
The name of the Company is set forth on the cover page of this Agreement. The business of the Company may be conducted under that name or under any other name that the Manager may determine. The Manager will notify the Members of any change in the name of the Company.
Establishment of Series
Pursuant to Section 18-215(b) of the Act and the Limited Liability Company Agreement of the Master LLC (the "Master LLC Agreement"), the Master LLC is authorized to establish separate members and limited liability company interests with separate and distinct rights, powers, duties, obligations, operations, businesses and objectives (each a "Series"). Notice is hereby given that the Company is hereby established as a Series under the Master LLC Agreement. The Series created hereby, and the rights and obligations of the Members of the Series will be governed by this Agreement. In the event of any inconsistency between this Agreement and the Master LLC Agreement, this Agreement will control. The debts, liabilities, obligations and expenses incurred, with respect to the Company will be enforceable against the assets of the Company only and not against the assets of the Master LLC generally or any other Series of the Master, and, unless otherwise provided in this Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Master LLC generally or any other Series of the Master LLC will be enforceable against the assets of the Company. A member participating in one Series will have no rights or interest with respect to any other Series, other than through that Member's interest in that Series independently acquired by that Member. This Agreement and all provisions herein will be interpreted in a manner to give full effect to the separateness of each Series. The Manager shall take reasonable steps as are necessary to implement the provisions of this Section. Without limitation on the preceding sentence, the Manager shall maintain separate and distinct records for each Series, shall separately hold and account for the assets of each Series, and shall otherwise comply with the requirements of Section 18-215 of the Act. The dissolution and termination of the Company will not, in and of itself, cause or result in the dissolution or termination of the Master LLC or any other Series.
Specific Disclaimer
The Company, its Members and Manager agree to the disclaimers set forth under Schedule A hereto and shall at all times hold the Master LLC harmless of any losses or claims relating to the content of Schedule A.
Term
The term of the Company commenced on the Effective Date and will continue in full force and effect until terminated pursuant to Article X.
Office and Agent
The Company will maintain its principal office at a place as the Manager may determine from time to time. The Manager will notify the Members of any change in principal office of the Company. The Registered Agent, if applicable, is the Company's registered agent for service of process on the Company.
Purpose of Company
The Company has been created to engage in any and all other lawful activities and transactions as may be necessary, advisable, or desirable, as determined by the Manager, in its sole discretion, to carry out the foregoing or any reasonably related activities.
Intent
It is the intent of the Members that the Company will be treated as a "partnership" for federal income tax purposes.
Qualification
The Manager shall cause the Company to qualify to do business in each jurisdiction where qualification is required. The Manager has the power and authority to execute, file and publish all certificates, notices, statements or other instruments necessary to permit the Company to conduct business as a limited liability company in all jurisdictions where the Company elects to do business.
Interest Register
The Manager shall enter the name and contact information concerning each Member on the register of Members and interest ownership ("Interest Register") maintained by the Company. Each Member shall promptly provide the Manager with the information required to be set forth for that Member on the Interest Register and shall promptly notify the Manager of any change to that information. The Manager, or a designee of the Manager, shall update the Interest Register from time to time as necessary, but no update will constitute an amendment for purposes of Article XII. Any reference in this Agreement to the Interest Register will be deemed to be a reference to the Interest Register as amended and in effect from time to time.
Maintenance of Separate Existence
The Company will do all things necessary to maintain its limited liability company existence separate and apart from the existence of each Member, any Affiliate of a Member and any Affiliate of the Company, including maintaining the Company's books and records on a current basis separate from that of any Affiliate of the Company or any other Person. In furtherance of the foregoing, the Company must account for and manage all of its liabilities separately from those of any other Person, and identify separately all its assets from those of any other Person.
Title to Company Assets
All assets of the Company will be deemed to be owned by the Company as an entity, and no Member, individually, will have any direct ownership interest in those assets. Each Member, to the extent permitted by applicable law, hereby waives its rights to a partition of the assets and, to that end, agrees that it will not seek or be entitled to a partition of any assets, whether by way of physical partition, judicial sale or otherwise, except as otherwise expressly provided in Article X.
Events Affecting a Member
The death, bankruptcy, withdrawal, insanity, incompetency, temporary or permanent incapacity, liquidation, dissolution, reorganization, merger, sale of all or substantially all the stock or assets of, or other change in the ownership or nature of a Member will not dissolve the Company.
Events Affecting the Manager
The withdrawal, bankruptcy, or dissolution of the Manager, nor the liquidation, reorganization, merger, sale of all or substantially all the stock or assets of, or other change in the ownership or nature of the Manager, will not dissolve the Company, and upon the happening of any that event, the affairs of the Company will be continued without dissolution by the Manager or any successor entity.
CAPITAL ACCOUNTS
No Further Capital Contributions
No Member will be required to make any Capital Contribution beyond that Member's initial Capital Contribution, or lend money to the Company.
Capital Accounts
A separate capital account will be established and maintained for each Member.
b. If any Interest is Transferred pursuant to the terms of this Agreement, the transferee will succeed to the Capital Account and the respective Interest of the transferor to the extent the Capital Account and Interest is attributable to the Interests so Transferred.
Interest on Capital
No Member will be entitled to receive any interest on its Capital Contributions or Capital Account.
Return of Capital Contributions
Except as otherwise provided in this Agreement, no Member has any right to withdraw or reduce its Capital Contribution.
Waiver of Action for Partition
Each Member irrevocably waives, during the term of the Company and during the period of its liquidation following dissolution, any right to maintain an action for partition of the Company's assets.
MEMBERS; MEMBERSHIP CAPITAL
Admission of Members
The Manager may, at its sole discretion, admit any Person as a Member upon signing a counterpart of this Agreement. Admission will be effective when the Manager enters the name of that Person on the Interest Register. The Manager has the authority, in its sole discretion, to reject any subscription for an Interest in whole or in part. Each Member hereby acknowledges and represents that it has legal capacity to bind itself to this Agreement and all terms herein.
Limited Liability
No Member will be liable to the Company or to any other Member for (i) the performance, or the omission to perform, any act or duty on behalf of the Company, (ii) the termination of the Company and this Agreement pursuant to the terms of this Agreement, or (iii) the performance, or the omission to perform, on behalf of the Company any act in reliance on advice of legal counsel, accountants or other professional advisors to the Company. In no event will any Member (or former Member) have any liability for the repayment or discharge of the debts and obligations of the Company or be obligated to make any contribution to the Company; provided, however, that
appropriate reserves may be created, accrued and charged against the net assets of the Company and proportionately against the Capital Accounts of the Members for contingent liabilities or probable losses or foreseeable expenses that are permitted under this Agreement; and
each Member may have other liabilities as are expressly provided for in this Agreement.
Nature of Ownership
Interests held by Members constitute personal property.
Dealing with Third Parties
The Company and the Manager need deal only with Persons admitted as Members, and will not be required to deal with any other Person (other than with respect to distributions to assignees pursuant to assignments in compliance with Article VI) merely because of an assignment or transfer of any Interest; provided, however, that any Distribution by the Company to the Person shown on the Company's records as a Member or to its legal representatives, or to the assignee of the right to receive the Company's Distributions as provided in this Agreement, will relieve the Company and the Manager of all liability to any other Person who may be interested in that Distribution by reason of any other assignment by the Member or by reason of its Incapacity, or for any other reason.
Members are not Agents
No Member, acting solely in the capacity of a Member, is an agent of the Company, nor does any Member, unless expressly and duly authorized in writing to do so by the Manager, have any power or authority to bind or act on behalf of the Company in any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose. Except as otherwise expressly provided, nothing contained in this Agreement will be deemed to create any fiduciary relationship between Members for any purpose whatsoever, apart from obligations between the members of a limited liability company as may be created by the Act. Except as otherwise expressly provided in this Agreement, a Member has no authority to act for, or to assume any obligation or responsibility on behalf of, any other Member or the Company.
MANAGEMENT AND CONTROL OF THE COMPANY
Management
Management of the Company is vested in the Manager. Except as otherwise provided in this Agreement and subject to the provisions of the Act, the Manager has all power and authority to exclusively manage the Company and all of its operations.
The Manager may agree to (i) delegate any matters or actions that it is authorized to perform under this Agreement to employees or agents of the Manager or third Persons and (ii) appoint any Persons, with titles as the Manager may select, to act on behalf of the Company, with power and authority as the Manager may delegate from time to time. Any delegation may be rescinded at any time by the Manager.
The Manager may from time to time open bank accounts in the name of the Company.
The signature of the Manager will be sufficient to bind the Company in every manner to any agreement or on any document.
Duties and Obligations of the Manager
The Manager shall take all action that may be necessary or appropriate for the continuation of the Company's valid existence and authority to do business as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which authority to do business is, in the judgment of the Manager, necessary or advisable.
The Manager shall prepare or cause to be prepared and shall file on or before the due date (or any extension) any federal, state or local tax returns required to be filed by the Company.
The Manager shall cause the Company to pay any taxes or other governmental charges levied against or payable by the Company; provided, however, that the Manager will not be required to cause the Company to pay any tax so long as the Manager or the Company is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount the tax and the contest does not materially endanger any right or interest of the Company.
Rights or Powers of Members
Except as expressly provided otherwise in this Agreement or by operation of law, the Members (as members of the Company) will have no rights or powers to take part in the management and control of the Company and its business and affairs and will have no power or authority to act for the Company, or bind the Company under agreements or arrangements with third parties as Members.
ALLOCATIONS OF NET INCOME AND NET LOSS
Allocation of Net Income and Net Loss
Except as otherwise provided in this Agreement, Net Income and Net Loss (including individual items of profit, income, gain, loss, credit, deduction and expense) of the Company will be allocated among the Members in a manner such that the Capital Account balance of each Member, immediately after making that allocation, is, as nearly as possible, equal (proportionately) to the Distributions that would be made to that Member pursuant to Article X if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Fair Market Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Fair Market Value of the assets securing that liability), and the net assets of the Company were distributed in accordance with Article X to the Members immediately after making that allocation, adjusted for applicable special allocations, computed immediately prior to the hypothetical sale of assets.
DISTRIBUTIONS
Generally
The Company will first use available assets to repay outstanding debts and obligations, if any, of the Company. Then, the Company will make Distributions, at times and intervals as the Manager will determine. Amounts apportioned to a Member will be distributed to the Members who have made a Capital Contribution pursuant to Article IV, pro rata in accordance with Interests held by them.
Return of Distributions
Any Member receiving a Distribution in violation of the terms of this Agreement shall return that Distribution (or cash equal to the net fair value of any property so distributed, determined as of the date of Distribution) promptly following the Member's receipt of a request to return the Distribution from the Manager. No third party will be entitled to rely on the obligations to return Distributions set forth in this Agreement or to demand that the Company or any Member make any request for any return.
Cryptocurrency as a Distribution: Valuation Policy
For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager on the basis of the fair market value of those Digital Assets as of the Set Valuation Date determined in good faith by the Manager.
TRANSFERS
Right of First Refusal
In the event that a Member proposes to sell, pledge or otherwise transfer to a third party any Membership Interest, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Membership Interests. If the Member desires to transfer Membership Interests, the Member shall give a written transfer notice to the Company describing fully the proposed transfer, including the number of Membership Interests proposed to be transferred, the proposed transfer price, the name and address of the proposed transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The transfer notice shall be signed both by the Member and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Membership Interests. The Company shall have the right to purchase all, and not less than all, of the Membership Interests on the terms of the proposal described in the transfer notice by delivery of a notice of exercise of the right of first refusal within 30 days after the date when the transfer notice was received by the Company.
Rights of Assignee
An assignee has no right to vote, receive information concerning the business and affairs of the Company and is entitled only to receive Distributions and allocations attributable to the Interest held by the assignee as determined by the Manager and in accordance with this Agreement.
Enforcement
The restrictions on Transfer contained in this Agreement are an essential element in the ownership of an Interest. Upon application to any court of competent jurisdiction, a Manager will be entitled to a decree against any Person violating or about to violate those restrictions, requiring their specific performance, including those prohibiting a Transfer of all or a portion of its Interests.
RECORDS, REPORTS AND TAXES
Books and Records
The Manager will maintain all of the information required to be maintained by the Act at the Company's principal office, with copies available upon reasonable notice by any Member or its authorized representatives for any purpose reasonably related to that Member's status as a member, including as applicable:
true and full information regarding the status of the business and financial condition of the Company;
promptly after becoming available, a copy of the Company's federal, state and local income tax returns, if any, for each Fiscal Year;
a current list of the full name and last known business, residence, mailing or blockchain wallet address of that Member and each Manager;
a copy of this Agreement and all amendments, together with executed copies of (i) any powers of attorney and (ii) any other document pursuant to which this Agreement or any amendments have been executed or have been deemed to be executed; and
true and full information regarding the amount of cash or other applicable assets contributed by that Member and the date on which that Member became a Member.
Reports
Governmental Reports
The Company will file all documents and reports required to be filed with any governmental agency in accordance with the Act, including any applicable tax returns.
Bank Accounts
All funds of the Company will be deposited with banks, cryptocurrency exchanges or other financial institutions in the account or accounts of the Company as may be determined by the Manager who will ensure records are maintained for the Company assets associated with the Company separately from the assets of any other Person.
DISSOLUTION AND LIQUIDATION
Dissolution
The Company will be dissolved, its assets disposed of and its affairs wound up upon any of the following:
the final Distribution of the net assets of the Company to the Members or a Liquidating Vehicle in accordance with this Article;
the dissolution of the Master LLC, as per Article 6 of the Master LLC Operating Agreement;
determination by the Manager in its sole discretion to dissolve the Company; or
entry of a judicial decree of dissolution of the Company pursuant to the Act.
Winding Up
Upon the occurrence of any event specified above, the Company will continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, satisfying the claims of its creditors, and distributing any remaining assets in cash or in kind, to the Members in accordance with this Agreement. The Liquidating Trustee will be responsible for overseeing the winding up and liquidation of the Company and will cause the Company to sell or otherwise liquidate all of the Company's assets except to the extent the Liquidating Trustee determines to distribute any assets to the Members in kind, discharge or make provision for all liabilities of the Company and all costs relating to the dissolution, winding up, and liquidation and distribution of assets, establish reserves as may be necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of those reserves will be deemed to be an expense of the Company and will be deemed income to the extent it ceases to be reserved), and distribute the remaining assets to the Members, in the manner specified below.
Liquidation
The Company's assets, or the proceeds from the liquidation of the Company's assets, will be paid or distributed in the following order:
first, to creditors to the extent otherwise permitted by applicable law in satisfaction of all liabilities and obligations of the Company, including expenses of the liquidation (whether by payment or the making of reasonable provision for payment), other than liabilities for which reasonable provision for payment has been made and liabilities, if any, for Distributions to Members;
next, to the establishment of those reserves for contingent liabilities of the Company as are deemed necessary by the Liquidating Trustee (other than liabilities for which reasonable provision for payment has been made and liabilities, if any, for Distribution to Members and former Members under the Act);
next, to Members and former Members in satisfaction of any liabilities for Distributions under the Act, if any;
next, to the Members, on a pro rata basis.
Distributions in Kind
Any non-cash asset distributed to one or more Members will first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts will be allocated pursuant to Article VI, and the Members' Capital Accounts will be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset will be the Fair Market Value of that interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to).
No Liability
Notwithstanding anything in this Agreement to the contrary, upon a liquidation, if any Member has a negative Capital Account balance (after giving effect to all contributions, Distributions, allocations and other Capital Account adjustments for all Fiscal Years, including the Year in which that liquidation occurs), neither that Member nor any Manager will have any obligation to make any contribution to the capital of the Company, and the negative balance of that Member's Capital Account will not be considered a debt owed by that Member or any Manager to the Company or to any other Person for any purpose.
Limitations on Payments Made in Dissolution
Except as otherwise specifically provided in this Agreement, each Member will be entitled to look only to the assets and proceeds thereof of the Company for Distributions (including Distributions in liquidation) and the Parties will have no personal liability for any Distributions.
LIMITATION OF LIABILITY; STANDARD OF CARE; INDEMNIFICATION
Limitation of Liability
Unless explicitly agreed upon, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and will not be those of the Members, or the Covered Persons.
Standard of Care
Neither the Members nor the Covered Persons will have any personal liability whatsoever to the Company, any Member, or their Affiliates on account of that Person's role within the Company, or by reason of that Person's acts or omissions in connection with the conduct of the business of the Company so long as that Person acts in good faith for a purpose which the Person reasonably believes to be in, or not opposed to, the best interests of the Company. Notwithstanding the preceding, nothing contained in this Agreement will protect that Person against any liability to which that Person would otherwise be subject by reason of (a) any act or omission of that Person that involves gross negligence, willful misconduct, fraud, or willful and material breach of a material provision of the Agreement or (b) any transaction from which that Person or its Affiliate derives any improper personal benefit.
Indemnification
To the fullest extent permitted by applicable law, the Covered Persons will be entitled, out of the Company assets, to be indemnified against and held harmless from any and all liabilities, judgments, obligations, losses, damages, claims, actions, suits or other proceedings (whether under any action, civil or criminal, pending or threatened, before any court or administrative or legislative body, and as the same are accrued, in which an Indemnitee may be or may have been involved as a party or otherwise or with which he, she or it may be or may have been threatened, while in office or thereafter (a "Proceeding")) and reasonable costs, expenses and disbursements (including legal and accounting fees and expenses) of any kind and nature whatsoever (collectively, "Covered Losses") that may be imposed on, incurred by, or asserted at any time against an Indemnitee (whether or not indemnified against by other parties) in any way related to or arising out of this Agreement, the administration of the Company, or the action or inaction of an Indemnitee (including actions or inactions pursuant to Article X on the Company's dissolution or termination) or under contracts with the Company, except that the Covered Persons will not be entitled to indemnity for Covered Losses with respect to any matter as to which an Indemnitee has been finally adjudicated in any action, suit, or other proceeding, or otherwise by a court of competent jurisdiction, to have committed an act or omission involving their own gross negligence, willful misconduct, fraud, or reckless disregard of his, her or its obligations under this Agreement. The indemnities contained in this Article XI will survive the termination of this Agreement.
MISCELLANEOUS
Amendments
This Agreement is subject to amendment only with the written Consent of the Manager and the Majority Members; provided, however, that no amendment to this Agreement may:
Modify the limited liability of a Member or Manager; modify the indemnification and exculpation rights of the Covered Persons; or increase in any material respect the liabilities or responsibilities of, or diminish in any material respect the rights or protections of, any Member or Manager under this Agreement, in each case, without the Consent of each affected Member or Covered Person, as the case may be;
Alter the interest of any Member in income, gains and losses or amend any portion of Article IV without the Consent of each Member adversely affected by that amendment;
Amend any provisions of this Agreement that require the Consent, action or approval of Members without the Consent of those Members; or
Amend or waive any provision of this Section.
Non-substantive Amendments
Notwithstanding the limitations above, ministerial or administrative amendments as may in the discretion of the Manager, be necessary or appropriate and those amendments as may be required by law may be made from time to time without the Consent of any of the Members; provided, however, that no amendment will be adopted pursuant to this Section unless that amendment would not alter, or result in the alteration of, the limited liability of the Members or the status of the Company as a "partnership" for federal income tax purposes.
Notices
Any notice or other communication to be given to the Company, the Manager or any Member in connection with this Agreement will be in writing and will be delivered or mailed by registered or certified mail, postage prepaid, or sent by electronic mail.
Each Member hereby acknowledges that the Manager is entitled to transmit to that Member exclusively by e-mail (or other means of electronic messaging agreed by each affected party) all notices, correspondence and reports.
Each notice or other communication to the Manager will for purposes of this Agreement be treated as effective or having been given upon the earlier of (i) receipt, (ii) the date transmitted by email, with evidence of transmission from the transmitting device, (iii) acknowledged receipt, or (iv) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid.
Any notice must be given, if (x) to the Company, to the Company's principal office and email address, to the attention of the Manager and (y) to any Member or Manager, to that Member's or Manager's address or number specified in the records of the Company. Any Party may by notice pursuant to this Section designate any other physical address or email address to which notice to that Party must be given.
Waiver
No course of dealing or omission or delay on the part of any Party in asserting or exercising any right under this Agreement will constitute or operate as a waiver of any right. No waiver of any provision of this Agreement will be effective, unless in writing and signed by or on behalf of the Party to be charged with the waiver. No waiver will be deemed a continuing waiver or future waiver or waiver in respect of any other breach or default, unless expressly so stated in writing.
Governing Law
This Agreement will be construed, performed and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws principles to the extent those principles or rules would require or permit the application of the laws of another jurisdiction.
Dispute Resolution
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach of this Agreement, except for any claim or action that the Manager or Company may elect to commence to enforce any of its rights or the Members obligations under this Agreement or the Subscription Agreement, will be settled by binding arbitration, before three arbitrators, administered by the American Arbitration Association under and in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.
Location and Costs
Any arbitration will be held in the Arbitration Location, and each of the Parties will equally bear any arbitration fees and administrative costs associated with the arbitration. The prevailing Party, as determined by the arbitrators, will be awarded its costs and reasonable attorneys' fees incurred in connection with the arbitration.
Consent to Jurisdiction
The Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Arbitration Location, for recognition or enforcement of any award determined pursuant to this Section.
IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement effective as of the Effective Date.

_________________________ By: [MANAGER NAME], Manager

_________________________ By: [MEMBER NAME], Member
Annex:
SCHEDULE A - DISCLAIMERS
Each Series, its members and managers hereby agree as follows:
The use of a “Series”, “Protected”, “Registered” or similar LLC is subject to various legal uncertainties regarding its validity, separateness, and use cases, including, without limitation, uncertainties relating to:
the non-recognition of such type of legal entity and structure by other U.S. States, such as California, New York and Massachusetts;
the lack of established case or other legal precedent regarding Series LLCs and any liability spill-over or piercing risks between the Series and the Master LLC;
the taxation of a Series LLC; and
the bankruptcy proceedings of a Series LLC under federal law;
Notwithstanding anything to the contrary in the Agreement, the Member and Manager shall be entitled to dissolve the Company at any time, in the event where there is any risk or threatened risk of liability to the Company, Master LLC, Member or the Manager in relation to the Company’s or any Series’ affairs;
Each Series, its members and managers may be required by the Master LLC, at any time, to provide basic Know Your Customer (KYC) information, such as (without limitation) a copy of a widely accepted national ID, name, and proof of address, in the event where: (i) such Series desires to obtain a bank account; (ii) the Company, Member or the Manager are legally required to provide such information; or (iii) such Series desires to become a “registered” series in the State of Delaware; and
The code, software and documentation for the implementation of a Series are provided "as is" and the Company, Member and the Manager hereby disclaims all warranties, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. No warranty of any kind is made that the code, software and documentation, or any products or results of the use thereof, will meet licensee's or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code or error.
The Series, its members and managers shall indemnify and hold harmless the Master LLC, Member and the Manager (the "Indemnified Parties") against any claims, liabilities, legal fees, judgements, or other losses incurred by the Indemnified Parties that relate to the disclaimers set forth above or that may arise from i) a Series’ non-compliance with the provisions of the Agreement; ii) any business or action undertaken of the Series, its members or managers; iii) the use of or direct interaction with any distributed ledger or blockchain.