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Investor Document

Operating Agreement Outline

Draft governance framework for EVERYONE LLC.

Last updated: March 25, 2026
Confidential — For investor review only — Not for distribution

EVERYONE LLC: OPERATING AGREEMENT OUTLINE

This document should be reviewed by qualified Delaware corporate counsel before execution. This is not legal advice.

OPERATING AGREEMENT OVERVIEW

The Operating Agreement is the governing document for EVERYONE LLC and establishes the internal management structure, capital allocation, governance, and procedures for the company. It is distinct from and separate from the Profit Participation Agreements with external investors.

SECTION 1: FORMATION AND ORGANIZATION

1.1 Formation

1.2 Purpose

1.3 Term

SECTION 2: MEMBERSHIP

2.1 Members

EVERYONE LLC shall have the following members, each with equal voting rights and management authority:

MemberRoleCapital ContributionOwnership %
Zak ZaidmanFounder$300,00050%
Zev ZaidmanFounder$300,00050%

2.2 No Additional Members

No additional persons shall become members except by unanimous written consent of existing members and execution of an amendment to this Operating Agreement.

2.3 Member Information

Members shall maintain current contact information with the Company.

2.4 Profit Participation Agreement Holders Are Not Members

Holders of Profit Participation Rights (investors) are NOT members of the Company. They have no membership voting rights, no governance rights, and no claim to Company assets except through distributions as provided in their Participation Agreements. This distinction is critical and non-waivable.

SECTION 3: CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions

Members shall contribute capital as follows:

3.2 Additional Capital Contributions

The Company may require additional capital contributions from Members:

3.3 No Guarantee of Return

Members acknowledge that capital contributions may be lost entirely. The Company makes no guarantee of profitability or return.

3.4 Investor Capital Contributions Separate

Capital contributed by Profit Participation investors is NOT a contribution to Members' capital accounts. Such capital belongs entirely to the Company and is tracked separately as investor capital (not Member capital).

SECTION 4: ALLOCATION OF PROFITS AND LOSSES

4.1 Profits and Losses – Member Allocation

Annual Net Income/Loss (after all expenses and deductions, but before distributions to Profit Participation investors) shall be allocated as follows:

Allocations shall be made as soon as practicable after fiscal year-end.

4.2 Three-Phase Waterfall for Profit Distribution

The distribution of Net Distributable Profits follows a three-phase waterfall structure. Profit Participation investor distributions are separate and prior to Member profit allocations.

Phase 1: Recoupment (until investors receive 1X invested capital)

Phase 2: Profit Sharing (from 1X until investors reach 2X cap)

Phase 3: Post-2X (after all investors reach 2X cap)

Calculation of Net Distributable Profits:

  1. Gross Revenue
  2. Minus: Venue/Platform Splits, COGS, Marketing, Operating Expenses, Production Budget
  3. = Net Distributable Profits
  4. Distributed per the applicable Phase above

The Company's share (EVERYONE LLC) in Phases 2 and 3 is allocated to Members per Section 4.1 (50% Zak, 50% Zev).

4.3 Tax Basis

Allocations of profit and loss are for federal income tax purposes only and may differ from cash distributions. Members are responsible for all tax consequences of allocations, regardless of whether cash is distributed.

4.4 Loss Limitations

Notwithstanding Section 4.1, allocations shall be limited to the extent required by Section 704(d) of the Internal Revenue Code and Treasury Regulations thereunder.

SECTION 5: DISTRIBUTIONS

5.1 Member Distributions – Discretionary

The Company may make distributions to Members of available cash:

5.2 Mandatory Profit Distributions (to Members)

If the Company makes distributions in any period under Phase 2 or Phase 3 of the waterfall (Section 4.2), the Company's share (EVERYONE LLC portion) shall be allocated to Members:

5.3 Priority to Investor Distributions

Profit Participation investor distributions have priority and must be paid in full before any Member distributions (except return of capital).

5.4 Return of Capital

Members may not withdraw capital contributions except through distributions authorized under Section 5.1 or upon dissolution per Section 12.

5.5 No Guaranteed Distributions

The Company makes no guarantee of any distributions to Members. Distributions depend entirely on profitability and are at Company discretion.

SECTION 6: MANAGEMENT

6.1 Member-Managed Structure

EVERYONE LLC shall be member-managed. All management authority vests in the Members.

6.2 Equal Management Authority

6.3 Routine vs. Major Decisions

Routine Matters (single Member may decide):

Major Decisions (unanimous consent required):

6.4 Deadlock Resolution

If the Members cannot agree on a major decision (Section 6.3) and deadlock persists for 30 days:

6.5 No Management Right for Profit Participation Investors

Profit Participation investors have no management rights, voting rights, or influence over Company decisions. They are passive investors with rights only to financial information and distributions as specified in their Participation Agreements.

6.6 Delegation

Members may delegate specific management functions to employees, contractors, or professional advisors, but remain responsible for such delegation.

SECTION 7: TRANSFER OF MEMBERSHIP INTERESTS

7.1 Restriction on Transfer

A Member may not transfer, sell, pledge, or assign their membership interest without the unanimous written consent of the other Member(s).

7.2 Permitted Transfers

Transfers may be permitted only in the following circumstances:

7.3 Right of First Refusal

If a Member proposes to transfer to a third party, the other Member shall have 30 days to match the offer or decline.

7.4 Transfer of Interest Requires Amendment

Any transfer of membership interest requires amendment to this Operating Agreement executed by all Members and recorded with Delaware Division of Corporations.

7.5 Effect of Attempted Transfer

Any transfer without consent is void. Transferee shall have no rights as a Member.

SECTION 8: INTELLECTUAL PROPERTY

8.1 IP Ownership

All intellectual property created, developed, or acquired by the Company (or with Company funds) shall be owned entirely by the Company, including:

8.2 Assignment to Company

Each Member hereby assigns all right, title, and interest in any IP developed in connection with the Company or Project to EVERYONE LLC. Company shall maintain ownership of all IP, regardless of which Member conceived or created it.

8.3 Use by Members

Members may use Company IP solely for the purpose of developing and promoting EVERYONE. No Member may use Company IP for any other purpose without written consent.

8.4 Third-Party IP

Any third-party IP licensed or used by the Company shall be subject to the terms of the applicable license. Members shall not sub-license third-party IP without Company consent.

8.5 IP Protection

The Company shall take reasonable steps to protect its IP:

SECTION 9: DECISION-MAKING AND MEETINGS

9.1 No Formal Meetings Required

The Company is not required to hold formal meetings. Members may make decisions informally via email, conversation, or written consent.

9.2 Member Consent

Decisions requiring unanimous consent (per Section 6.3) may be made by:

9.3 Written Resolutions

The Company shall maintain a written resolution documenting each major decision, including:

9.4 Information Rights

Each Member has the right to inspect Company books, records, and financial information at any time.

9.5 Regular Financial Reporting

The Company shall provide to each Member:

SECTION 10: FIDUCIARY DUTIES

10.1 Fiduciary Duty Framework

Members owe to the Company and to each other:

10.2 Conflict of Interest

If a Member has a potential conflict of interest:

10.3 Competing Activities

Members may not engage in business activities that compete with EVERYONE without prior written consent of the other Member. This restriction survives termination of membership for a period of 3 years.

10.4 Indemnification

The Company shall indemnify Members against claims arising from actions taken in good faith in their capacity as Members, except for breaches of fiduciary duty, fraud, or gross negligence.

SECTION 11: DISPUTES AND ARBITRATION

11.1 Governing Law

This Operating Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles.

11.2 Binding Arbitration

Any dispute between the Members or between the Members and the Company shall be resolved by binding arbitration:

11.3 Costs and Attorneys' Fees

Each party bears its own costs and attorneys' fees in arbitration, unless the arbitrator awards them to the prevailing party.

11.4 Equitable Relief

Either party may seek injunctive relief in court to prevent irreparable harm (e.g., unauthorized use of IP or breach of confidentiality).

SECTION 12: DISSOLUTION AND LIQUIDATION

12.1 Dissolution Events

The Company shall dissolve upon the occurrence of any of the following:

  1. Mutual Consent: Unanimous written agreement of all Members to dissolve
  2. Expiration: Upon expiration of a stated term (if any)
  3. Member Withdrawal: If either Member withdraws or is required to withdraw, unless the other Member elects to continue the Company
  4. Inability to Perform: If the Company is unable to perform its purposes (e.g., loss of key assets)
  5. Illegal Purpose: If continuance becomes illegal
  6. Court Order: Upon court order

12.2 Effect of Dissolution

Upon dissolution:

12.3 Liquidation Waterfall

Upon liquidation, assets shall be distributed in the following order:

  1. Payment of Company debts and liabilities (including professional fees)
  2. Payment of distributions owed to Profit Participation investors (pro rata, up to their remaining cap)
  3. Return of capital contributions to Members (pro rata)
  4. Distribution of remaining assets to Members (pro rata)

12.4 Profit Participation Investors in Liquidation

Profit Participation investors are entitled to receive their pro rata share of Net Distributable Profits realized from liquidation, up to their Maximum Return cap (2X invested capital). Any proceeds beyond the 2X caps are distributed per Phase 3 of the waterfall (25% each to Company, Team, Fund, Foundation).

12.5 Discharge

Upon completion of liquidation, the Company shall file a Certificate of Cancellation with the Delaware Division of Corporations and shall be dissolved.

SECTION 13: AMENDMENT

13.1 Amendment Procedure

This Operating Agreement may be amended only by:

13.2 No Unilateral Amendment

No single Member may amend or modify this Agreement unilaterally.

13.3 Amendment Records

All amendments shall be documented and maintained with the Company records.

SECTION 14: RELATIONSHIP TO PROFIT PARTICIPATION AGREEMENTS

14.1 Separate and Distinct

The Profit Participation Agreements with external investors are entirely separate and distinct from this Operating Agreement. This Operating Agreement governs only the relationship between the Members.

14.2 No Member Status for Investors

External Profit Participation investors:

14.3 Member Discretion

Members retain full discretion to make all operational, financial, and strategic decisions regarding the Company, subject only to:

14.4 Waterfall Interaction

The allocation of profits (Section 4) and distributions (Section 5) shall account for the three-phase waterfall structure:

SECTION 15: MISCELLANEOUS

15.1 Notices

All notices shall be in writing and delivered by email, hand delivery, or overnight courier to the addresses set forth in the signature section.

15.2 Entire Agreement

This Operating Agreement, together with all exhibits, constitutes the entire agreement regarding governance of the Company.

15.3 Severability

If any provision is invalid or unenforceable, the remaining provisions shall continue in full force.

15.4 Counterparts

This Agreement may be signed in counterparts, each deemed an original.

15.5 Waiver

No waiver of any provision is effective unless in writing. Waiver of one breach does not constitute waiver of others.

15.6 Further Assurances

Members agree to execute such additional documents and take such further actions as necessary to carry out the Agreement.

15.7 Confidentiality

Members shall maintain confidentiality of non-public Company information and shall not disclose to third parties without consent.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of February 17, 2026.

MEMBER 1

_________________________________________ Zak Zaidman

Date: ____________________________________

MEMBER 2

_________________________________________ Zev Zaidman

Date: ____________________________________

EXHIBITS (TO BE DEVELOPED)

Exhibit A: Certificate of Formation

Exhibit B: Member Capital Account Ledger

Exhibit C: IP Assignment Documentation

Exhibit D: Waterfall Calculation Methodology (referenced in Profit Participation Agreements)

Exhibit E: Member Consent Resolutions (added over time)

Before execution, this document should be reviewed by qualified Delaware corporate counsel. This is not legal advice.

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