This Limited Liability Company Operating Agreement ("Agreement") is entered into as of the date set forth below by the Members identified herein.

• Name: Rollick LLC
• State of Formation: Delaware
• Date of Formation: [DATE]
• Certificate of Formation: Filed with the Delaware Division of Corporations on [DATE]
• Principal Office: 1209 Orange Street, Wilmington, DE 19801
• Registered Agent: [REGISTERED AGENT NAME], [ADDRESS]

The Company is formed for the purpose of operating an entertainment shopping platform under the brand name "Rollick" and "Rollick."

Activities of the Company include, but are not limited to:

• Retail sale of curated mystery merchandise packs
• Operation of an online marketplace for user-to-user item trading
• Payment processing and wallet services
• Any other lawful business activity permitted under Delaware law

The membership interests of the Company are held as follows:

Note: If a trust is the sole member, list as: "[TRUST NAME], a Delaware statutory trust | 100% | $[AMOUNT] | [DATE]"

• Initial capital contributions shall be as listed in Section 3 of this Agreement
• No member shall be required to make additional capital contributions without unanimous written consent of all members
• No interest shall accrue on capital contributions
• Capital contributions shall not be returned except upon dissolution or as otherwise agreed in writing by all members

• Profit and Loss Allocation: Profits and losses shall be allocated to the members in proportion to their respective membership interests
• Distributions: Distributions shall be made at the discretion of the Manager(s), at least quarterly when funds are available, and shall be made in proportion to membership interests
• Tax Distributions: The Company shall distribute to each member at least enough to cover the member's estimated tax liability arising from the Company's income
• Proportionality: All distributions shall be made in proportion to membership interests as set forth in Section 3

The Company shall be [MEMBER-MANAGED / MANAGER-MANAGED].

If Manager-Managed: The Manager(s) of the Company shall be: [MANAGER NAME(S)]

Manager Authority. The Manager(s) shall have authority over the following matters in the ordinary course of business:

• Day-to-day operations of the Company
• Hiring and termination of employees and contractors
• Execution of contracts with a value under $[THRESHOLD]
• Management of bank accounts and financial operations

Actions Requiring Member Approval. The following actions require approval by [majority / unanimous] vote of the members:

• Sale of substantially all assets of the Company
• Admission of new members
• Amendment of this Operating Agreement
• Incurrence of debt in excess of $[THRESHOLD]
• Voluntary dissolution of the Company

• Each member shall have voting rights proportional to their membership interest as set forth in Section 3
• Ordinary Matters: Shall be decided by a majority vote of the membership interests
• Extraordinary Matters (as listed in Section 6): Shall require a [unanimous / supermajority] vote of the membership interests
• Method of Voting: Voting may be conducted in person, by telephone, by video conference, or by written consent signed by the requisite number of members

No member may transfer, assign, pledge, or otherwise dispose of their membership interest without the prior written consent of [all other members / the Manager].

Right of First Refusal. Upon a proposed transfer by any member, the remaining members shall have thirty (30) days from the date of written notice to match the terms of the proposed transfer and acquire the interest on the same terms.

Permitted Transfers. Notwithstanding the foregoing, a member may transfer their interest without consent to:

• A revocable trust established by the member for estate planning purposes
• Immediate family members (spouse, children, or parents)
• An entity wholly owned by the transferring member

Any transfer made in violation of this section shall be void and of no effect.

• Books and Records: The Company shall maintain accurate and complete books and records at the principal office
• Fiscal Year: Calendar year (January 1 - December 31)
• Tax Classification: [Disregarded entity (single-member) / Partnership (multi-member) / S-Corp election]
• Tax Returns: Tax returns shall be prepared annually by [ACCOUNTANT/CPA]
• Inspection Rights: Members shall be entitled to inspect the books and records of the Company upon reasonable notice during normal business hours

The Company shall indemnify each member and manager to the fullest extent permitted by Delaware law (6 Del. C. § 18-108).

Scope of Indemnification. Indemnification shall cover losses, damages, liabilities, and reasonable expenses (including attorneys' fees) arising from good-faith actions taken on behalf of the Company.

Exclusions. No indemnification shall be provided for:

• Willful misconduct or gross negligence
• Fraud or criminal activity
• Knowing violation of law

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

• Unanimous vote of the members to dissolve
• Entry of a judicial decree of dissolution
• Administrative dissolution by the State of Delaware
• Any event that makes it unlawful to continue the business of the Company

Winding Up. Upon dissolution, the assets of the Company shall be applied in the following order of priority:

1. Payment of debts and liabilities owed to creditors, including members who are creditors
2. Distribution of remaining assets to members in proportion to their membership interests

The Manager, or a member designated by a majority vote of the members, shall act as the winding-up agent responsible for liquidation and distribution.

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through the following sequential process:

1. Good-Faith Negotiation: The disputing parties shall first attempt to resolve the matter through good-faith negotiation for a period of thirty (30) days from written notice of the dispute
2. Mediation: If negotiation is unsuccessful, the parties shall submit the dispute to mediation for a period of thirty (30) days
3. Binding Arbitration: If mediation is unsuccessful, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), with proceedings conducted in Wilmington, Delaware

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

• Entire Agreement: This Agreement constitutes the entire agreement among the members and supersedes all prior agreements, understandings, and negotiations, whether written or oral
• Amendments: This Agreement may only be amended by a written instrument signed by [all members / a majority of the membership interests]
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect
• Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed in Section 3, or to such other address as a member may designate in writing
• 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

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date(s) set forth below.

Additional signature blocks may be added as needed for additional members.