This Operating Agreement ("Agreement") is entered into as of May 9, 2026, by and between 16Fold LLC, an Ohio limited liability company (the "Company"), and Robert Crabtree (the "Member"), its sole member, pursuant to the Ohio Limited Liability Company Act, Ohio Revised Code Chapter 1706, as amended from time to time (the "Act").
The Member, being the sole member of the Company, hereby adopts this Agreement as the complete operating agreement of the Company and agrees to be bound by its terms.
1.1 Name. The name of the limited liability company is 16Fold LLC (the "Company"). The Company may conduct business under this name or any assumed name or trade name registered in accordance with applicable Ohio law.
1.2 Formation. The Company was organized as an Ohio limited liability company upon the filing of its Articles of Organization with the Ohio Secretary of State on May 9, 2026, in accordance with Ohio Revised Code § 1706.16. This Agreement shall govern the internal affairs of the Company and the rights, duties, and obligations of the Member.
1.3 Principal Place of Business. The principal place of business of the Company shall be located at 8103 Poorman Rd, Vermilion, OH 44089, or at such other place or places as the Member may from time to time designate.
1.4 Qualification. The Member shall cause the Company to be qualified, registered, or licensed to do business in each jurisdiction in which such qualification, registration, or licensure is required by law.
2.1 General Purpose. The primary purpose of the Company is to engage in the development, deployment, and commercialization of artificial intelligence technologies, software platforms, and marketing services, including but not limited to: AI-driven tools and systems, software-as-a-service products, automation platforms, digital marketing solutions, consulting, and any associated products, services, or ancillary activities.
2.2 Lawful Business. The Company may engage in any lawful business or activity permitted under Ohio law and the Act. The foregoing statement of purpose shall be construed broadly, and any enumeration of specific purposes shall not be construed to limit the general purpose of the Company.
3.1 Registered Agent. The Company shall at all times maintain a registered agent in the State of Ohio as required by Ohio Revised Code § 1706.09. The identity of the registered agent and registered office shall be as set forth in the Company's Articles of Organization on file with the Ohio Secretary of State, as may be updated from time to time.
3.2 Change of Agent or Office. The Member may change the registered agent or registered office at any time by filing the appropriate statement with the Ohio Secretary of State in accordance with the Act.
4.1 Duration. The Company shall have perpetual existence commencing upon the filing of its Articles of Organization with the Ohio Secretary of State on May 9, 2026, unless earlier dissolved in accordance with the provisions of this Agreement or the Act.
5.1 Sole Member. The Company has one (1) member as of the effective date of this Agreement:
5.2 Capital Contributions. The Member has made or shall make such capital contributions to the Company as the Member determines appropriate. No Member shall be required to make any additional capital contribution without the Member's express written consent. Contributions may be made in cash, property, or services as determined by the Member.
5.3 Capital Account. The Company shall maintain a capital account for the Member reflecting all contributions, distributions, and allocations of income, gain, loss, deduction, and credit attributable to the Member's interest in the Company.
5.4 No Interest on Capital. The Member shall not be entitled to receive any interest on their capital contributions unless otherwise expressly agreed in writing by the Member.
5.5 Return of Contributions. The Member shall not have the right to demand or receive the return of their capital contribution except upon dissolution of the Company and then only to the extent provided in Article XV.
5.6 Membership Interest. The Member's membership interest shall be personal property. The Member shall have no interest in specific property of the Company. The membership interest shall not be represented by a certificate unless the Member so determines.
5.7 Admission of Additional Members. No additional member shall be admitted to the Company without the prior written consent of the Member. Any admission of an additional member shall require an amendment to this Agreement.
6.1 Member-Managed. The Company shall be member-managed. Management and control of the Company's business and affairs shall be vested exclusively in the Member. No manager shall be appointed unless this Agreement is amended to provide for manager-management.
6.2 Powers of the Member. Subject to the provisions of this Agreement and applicable law, the Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties 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, including but not limited to:
6.3 Delegation. The Member may delegate any or all management authority to employees, agents, or other persons as the Member deems appropriate. Any such delegation shall not limit the Member's ultimate authority over the Company's affairs.
6.4 Officers. The Member may, but shall not be required to, appoint officers of the Company (including, without limitation, a President, Vice President, Secretary, Treasurer, or Chief Executive Officer) with such authority and duties as the Member may prescribe. Officers shall serve at the pleasure of the Member and may be removed or replaced at any time.
6.5 Time and Compensation. The Member shall devote such time to the business of the Company as the Member deems necessary. The Member may receive reasonable compensation for services rendered to the Company, as determined by the Member.
6.6 Liability of Member. The Member shall not be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member of the Company, except to the extent otherwise provided by applicable Ohio law.
7.1 Binding Authority. The Member, acting alone, has the authority to bind the Company in contract and to execute instruments on behalf of the Company. Any person dealing with the Company may rely upon the authority of the Member to act on behalf of the Company.
7.2 Written Evidence of Authority. The Member may execute certificates, resolutions, or other instruments confirming the Member's authority to act on behalf of the Company, and third parties may rely on such instruments without further investigation.
7.3 Decisions. All decisions of the Company shall be made by the Member and may be evidenced by a written resolution, consent, or other record maintained in the Company's records.
8.1 Distributions. The Member shall be entitled to receive 100% of all distributions made by the Company. Distributions shall be made at such times and in such amounts as the Member determines in the Member's sole discretion.
8.2 Limitations on Distributions. No distribution shall be made if, after giving effect to the distribution: (a) the Company would not be able to pay its debts as they become due in the ordinary course of business; or (b) the Company's total assets would be less than the sum of the Company's total liabilities, in each case as required by Ohio Revised Code § 1706.30.
8.3 Withholding. The Company may withhold from any distribution any amounts required to be withheld under applicable federal, state, or local tax law. Any amounts so withheld shall be treated as having been distributed to the Member for all purposes of this Agreement.
8.4 No Right to Distributions in Kind. The Member shall have no right to receive any distribution in kind (i.e., property other than cash) unless the Member specifically approves such distribution in writing.
9.1 Tax Classification — Disregarded Entity. For U.S. federal income tax purposes, the Company shall be treated as a disregarded entity (sole proprietorship) with respect to the Member, as permitted under Treasury Regulation § 301.7701-3. The Member shall report all items of Company income, gain, loss, deduction, and credit on the Member's individual federal income tax return (Schedule C or otherwise as applicable) as if the Company did not exist as a separate entity for tax purposes.
9.2 Tax Elections. The Member may, in the Member's sole discretion, make any and all elections for federal, state, and local income tax purposes. No change in the Company's tax classification or any material tax election shall be made without the Member's written consent.
9.3 Tax Returns and Filings. The Member shall cause to be prepared and timely filed all tax returns and reports as may be required by applicable federal, state, and local law. The Member shall bear the cost of such preparation and filing as a Company expense.
9.4 Tax Matters Representative. The Member shall serve as the "Tax Matters Partner" or "Partnership Representative" of the Company (as applicable) for purposes of any federal, state, or local tax proceedings, with full authority to make all decisions relating thereto.
9.5 Ohio Commercial Activity Tax. The Company shall be subject to and shall timely pay the Ohio Commercial Activity Tax ("CAT") and any other Ohio-specific business taxes as required by applicable Ohio law.
9.6 Fiscal Year. The Company's fiscal year shall end on December 31 of each calendar year unless otherwise required by the Internal Revenue Code or determined by the Member.
10.1 Books and Records. The Company shall maintain, at its principal place of business or at such other location as the Member designates, true, accurate, and complete books and records of the Company's business and financial affairs, including:
10.2 Accounting Method. The Company's books of account shall be maintained on such accounting method (cash basis, accrual basis, or otherwise) as the Member may determine, consistently applied.
10.3 Financial Statements. The Company shall prepare or cause to be prepared such financial statements as the Member deems necessary or appropriate, at such intervals as the Member determines.
10.4 Separate Accounts. The Member shall maintain the Company's financial accounts separate from the Member's personal accounts, consistent with the Company's status as a separate legal entity.
11.1 Indemnification. The Company shall indemnify, defend, and hold harmless the Member and any officers, employees, or agents of the Company (each, an "Indemnified Person") from and against any and all claims, demands, losses, damages, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to any act or omission of such Indemnified Person in connection with the business or affairs of the Company, provided that the act or omission did not constitute fraud, gross negligence, or willful misconduct.
11.2 Expenses. To the fullest extent permitted by the Act, the Company shall advance expenses (including attorneys' fees) to any Indemnified Person prior to the final disposition of any proceeding, upon receipt of an undertaking by such person to repay such advances if it is ultimately determined that such person is not entitled to indemnification hereunder.
11.3 Limitation of Liability. To the fullest extent permitted by the Act, the Member shall not be personally liable to the Company for monetary damages for any act or omission in the performance of the Member's duties, except for: (a) intentional misconduct; (b) a knowing violation of law; or (c) any transaction from which the Member derived an improper personal benefit.
11.4 Insurance. The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against or incurred by such person in connection with the Company's affairs, whether or not the Company would have the power to indemnify such person under this Agreement or the Act.
11.5 Non-Exclusive. The indemnification and limitation of liability provided in this Article XI shall not be exclusive of any other rights to which any Indemnified Person may be entitled under any other agreement, vote, or applicable law.
12.1 Company Ownership — Systems & Platforms. All intellectual property rights in and to the Company's proprietary systems, platforms, software, tools, frameworks, algorithms, models, methodologies, trade secrets, processes, databases, source code, object code, documentation, and any improvements or derivatives thereof (collectively, the "Company IP") are and shall remain the exclusive property of 16Fold LLC. This includes, without limitation:
12.2 Client Ownership — Produced Content. Notwithstanding Section 12.1, a client of the Company shall own all rights in and to the specific content, deliverables, creative works, and output produced by the Company exclusively for and on behalf of that client pursuant to a written engagement or service agreement (collectively, "Client Content"), including:
For the avoidance of doubt, Client Content does not include any Company IP, including the underlying systems, platforms, tools, or methodologies used to create such Client Content, which remain the property of 16Fold LLC.
12.3 License to Company IP. To the extent that any Client Content necessarily incorporates or requires the use of Company IP, the Company hereby grants to each respective client a non-exclusive, non-transferable, royalty-free license to use such Company IP solely as embedded in or necessary for the client's use of the specific Client Content delivered to that client, and for no other purpose.
12.4 Member Contributions. Any intellectual property contributed to the Company by the Member in connection with the Company's business shall, upon contribution, become the property of the Company, unless otherwise agreed in a separate written agreement between the Member and the Company.
12.5 Employee and Contractor IP. The Company shall require all employees, contractors, and consultants who create intellectual property in the course of or related to their work for the Company to execute written agreements assigning all such intellectual property to the Company, except as otherwise required by law or agreed in writing.
12.6 Protection of Company IP. The Member shall take all reasonable steps to protect the Company's intellectual property rights, including filing for patents, trademarks, copyrights, or other protections as appropriate, and shall not use, disclose, or permit the use or disclosure of Company IP in any manner inconsistent with this Agreement.
13.1 Confidential Information. "Confidential Information" means any and all information, data, know-how, trade secrets, business plans, client lists, financial information, technical information, and other proprietary information relating to the Company or its clients that is not generally known to the public, including all Company IP as defined in Article XII.
13.2 Obligations. The Member, and any officers, employees, agents, or contractors of the Company, shall:
13.3 Exceptions. The obligations in Section 13.2 shall not apply to information that: (a) is or becomes publicly available through no fault of the disclosing party; (b) was already known to the recipient prior to disclosure; (c) is independently developed by the recipient without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the recipient provides prompt written notice to the Member prior to such disclosure and cooperates in seeking a protective order.
13.4 Client Confidentiality. The Company shall maintain the confidentiality of client information in accordance with any applicable client agreements, applicable law, and industry best practices. Client data shall not be used for purposes other than those for which it was provided, except as required by law or with client consent.
13.5 Survival. The obligations of confidentiality set forth in this Article XIII shall survive the termination, dissolution, or winding up of the Company for a period of five (5) years, or indefinitely with respect to trade secrets.
14.1 Restrictions on Transfer. The Member shall not sell, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of (collectively, a "Transfer") all or any portion of the Member's membership interest in the Company without compliance with this Article XIV. Any purported Transfer in violation of this Article XIV shall be null and void and of no force or effect.
14.2 Permitted Transfers. The Member may Transfer all or any portion of the Member's membership interest to:
14.3 Conditions for Transfer. Any Transfer of the membership interest shall be conditioned upon the transferee: (a) executing a written instrument agreeing to be bound by the terms of this Agreement as amended; (b) providing such representations and warranties as the Member may require; and (c) obtaining any required regulatory or legal approvals.
14.4 Additional Members. Any transferee of a membership interest who is admitted as a member of the Company shall be subject to all terms and conditions of this Agreement. The admission of any additional member shall require an amendment to this Agreement setting forth such member's name, address, capital contribution, and membership interest percentage.
14.5 Involuntary Transfers. In the event of any involuntary Transfer of the Member's interest (including by operation of law, bankruptcy, divorce, or court order), the Company shall have the right, but not the obligation, to purchase such interest at fair market value within sixty (60) days of receiving notice of such event, before the interest passes to any third party.
15.1 Events of Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:
15.2 Winding Up. Upon dissolution of the Company, the Member (or a person designated by the Member or a court of competent jurisdiction) shall wind up the Company's affairs, including:
15.3 Distribution of Assets Upon Winding Up. After paying or providing for all liabilities and obligations of the Company (including the costs of winding up), the remaining assets of the Company shall be distributed to the Member.
15.4 Certificate of Dissolution. Upon completion of the winding up of the Company's affairs, the Member shall cause a certificate of dissolution to be filed with the Ohio Secretary of State in accordance with Ohio Revised Code § 1706.47 et seq.
15.5 Survival of Rights and Obligations. Dissolution of the Company shall not relieve or release any party from any obligation or liability that accrued prior to dissolution, nor shall it affect any provision of this Agreement that expressly survives dissolution, including Articles XII and XIII.
16.1 Governing Law. This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions. The Ohio Revised Code Chapter 1706 shall govern matters not addressed in this Agreement.
16.2 Amendments. This Agreement may be amended, modified, or restated only by a written instrument signed by the Member. Any amendment shall be dated and attached to this Agreement and maintained in the Company's records.
16.3 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the organization and governance of the Company and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, relating to the subject matter hereof.
16.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect, and such invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
16.5 Headings. The article and section headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
16.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or digital signatures shall be deemed valid and binding to the same extent as original ink signatures.
16.7 Waiver. No failure or delay by the Member in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No waiver of any provision shall be effective unless it is in writing and signed by the Member.
16.8 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed delivered when: (a) hand delivered; (b) sent by U.S. certified mail, return receipt requested, postage prepaid; or (c) sent by nationally recognized overnight courier, addressed to the Member at the address set forth in this Agreement or such other address as the Member may designate in writing.
16.9 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation between the parties. If negotiation fails, the parties may pursue mediation before resorting to litigation. Any litigation shall be brought in the state or federal courts located in Erie County, Ohio, and the Member hereby consents to the personal jurisdiction and venue of such courts.
16.10 No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Company and the Member. Nothing in this Agreement shall create or be deemed to create any rights in any third party, including any creditor, client, or contractor of the Company.
16.11 Further Assurances. The Member agrees to execute and deliver such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement.
16.12 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing this Agreement to be drafted. Terms defined in the singular shall include the plural and vice versa. The word "including" shall be construed as "including without limitation."
IN WITNESS WHEREOF, the undersigned, being the sole member of 16Fold LLC, has executed this Operating Agreement as of the date first written above.
The Company
The Member
Notary Acknowledgment (Optional but Recommended)
State of Ohio
County of ___________________
Before me, the undersigned, a Notary Public in and for the State of Ohio, personally appeared Robert Crabtree, known to me or satisfactorily proved to be the person named in and who executed the foregoing instrument, and acknowledged that he executed the same as his free and voluntary act and deed for the purposes therein stated.
Witness my hand and official seal this _______ day of _________________, 2026.
Notary Public — State of Ohio
My commission expires: _________________