This Operating Agreement (the "Agreement") is adopted and entered into effective as of October 26, 2026, by and among the Member(s) set forth on Exhibit A attached hereto, for the governance of Apex Horizon Ventures LLC (the "Company"), organized under the laws of the State of Delaware.
1.1 Formation: The Company was formed as a limited liability company by filing Articles of Organization with the appropriate state governing authority under the applicable Limited Liability Company Act.
1.2 Principal Place of Business: The principal place of business of the Company shall be located at 1200 Innovation Way, Suite 300, Wilmington, DE 19801, or at such other place as the Member(s) may designate.
1.3 Business Purpose: The purpose of the Company is to engage in any lawful business, trade, or activity for which limited liability companies may be organized.
The Member(s) have contributed initial capital to the Company as set forth below. No Member shall be required to make any additional capital contributions without mutual written consent.
| Member Name | Initial Capital Contribution | Percentage Ownership Interest |
|---|---|---|
| Jane Alexander | $10,000.00 | 100% |
3.1 Governance: The governance of the Company shall be Member-Managed. All major operational, financial, and strategic decisions shall require approval in proportion to percentage ownership interests.
3.2 Limited Liability: No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager.
Net profits and losses shall be distributed to Members in proportion to their respective percentage interests. The Company shall be treated as a disregarded entity (if single member) or partnership (if multi-member) for federal and state income tax purposes.
5.1 Transfer Restrictions: No Member shall sell, assign, pledge, transfer, or encumber any part of their Membership Interest without the prior written consent of all remaining Members.
5.2 Right of First Refusal (ROFR): If a Member receives a bona fide third-party offer to purchase their interest, the transferring Member must first offer the Company and then the remaining Members the option to purchase said interest under identical terms within thirty (30) calendar days.
6.1 Company Bank Accounts: All revenues, funds, and capital of the Company shall be maintained in dedicated business banking accounts under the Company's legal name and EIN. The designated Managing Member is authorized to open accounts and execute disbursements.
6.2 Dissolution & Liquidation: The Company shall dissolve upon: (a) unanimous written consent of all Members; (b) the sale of all or substantially all assets; or (c) entry of a judicial decree of dissolution. Upon dissolution, Company debts shall be satisfied first, and remaining assets distributed according to ownership percentages.