Effective Date: ____________, 2026
1.1 Name. The name of the Company is Janga.dev LLC (the "Company").
1.2 Formation. The Company is organized as a Texas Limited Liability Company under the Texas Business Organizations Code.
1.3 Principal Office. The principal office shall be located at an address designated by the Managing Member, initially in Dallas, Texas.
1.4 Registered Agent. The registered agent shall be designated in the Certificate of Formation filed with the Texas Secretary of State.
1.5 Purpose. The Company is formed for the purpose of providing AI technology consulting, developing AI-powered software products, operating AI-driven quantitative trading systems, and conducting any other lawful business activities.
1.6 Term. The Company shall continue in existence until dissolved in accordance with this Agreement or by law.
| Member | Role | Membership Interest | Vesting Schedule |
|---|---|---|---|
| Joseph Rosenbaum | Founder, CEO & CTO | 70.0% | Fully Vested |
| Daniel Casper | Co-Founder, CPO | 7.0% | 4-Year Vest, 1-Year Cliff (3-month credit) |
| Eric Bolanos | Co-Founder, COO | 8.0% | 4-Year Vest, 1-Year Cliff |
| Austin Grimes | Co-Founder, CGO | 10.0% | 4-Year Vest, 1-Year Cliff |
| Option Pool | Reserved | 5.0% | As allocated by Managing Member |
Total: 100.0%
Joseph Rosenbaum shall serve as the sole Managing Member of the Company. The Managing Member has exclusive authority over all business decisions, including but not limited to:
No initial capital contributions are required from Members other than their commitment of time and expertise. The Managing Member may accept capital contributions or investments at his sole discretion.
Except for the Managing Member (whose interest is fully vested), all Membership Interests are subject to a four (4) year vesting schedule with a one (1) year cliff, calculated from each Member's Vesting Start Date.
Vesting requires Active Participation, defined as a minimum of ten (10) hours per week of documented contribution to Company operations, as reasonably determined by the Managing Member in good faith.
If a Member fails to meet the Active Participation requirement for any calendar month, the Managing Member shall provide written notice to the Member. The Member shall have thirty (30) calendar days from receipt of notice to cure the deficiency by resuming Active Participation (the "Cure Period").
If the Member fails to cure within the Cure Period:
If a Member voluntarily resigns or ceases participation:
Upon any departure (voluntary or involuntary), the Company shall have a Right of First Refusal to purchase the departing Member's vested interest at fair market value, as determined by mutual agreement or, failing agreement, by an independent third-party valuation. The Company shall have 90 days to exercise this right.
The Managing Member may terminate any Member for Cause, defined as:
Upon termination for Cause, all Membership Interest (both vested and unvested) is forfeited and returned to the Option Pool.
| Officer | Domain | Key Responsibilities |
|---|---|---|
| CEO (Joseph Rosenbaum) | Overall leadership | Strategy, technology, product, AI infrastructure, trading systems, final authority on all decisions |
| CPO (Daniel Casper) | Product | Product strategy, product management, business development, customer discovery |
| COO (Eric Bolanos) | Operations | Administration, client management, operational processes, vendor management |
| CGO (Austin Grimes) | Growth | Revenue generation, marketing, go-to-market strategy, sales, partnerships, brand |
All officers report to and serve at the pleasure of the Managing Member (CEO). The Managing Member may modify, reassign, or eliminate any officer role at any time. Officer titles do not confer any authority beyond the scope defined by the Managing Member.
The Managing Member may remove any officer from their role at any time, with or without cause. Removal from an officer role does not automatically terminate Membership — the Member retains their vested interest unless terminated under Section 3.3, 3.4, or 3.6.
No Member shall receive a salary until the Company generates sufficient revenue to support compensation, as determined by the Managing Member. When salaries are implemented, compensation shall be determined by the Managing Member based on role, contribution, and Company financial position.
The Managing Member may, at his sole discretion, authorize distributions of Company profits to Members in proportion to their vested Membership Interests. The Managing Member is not obligated to make distributions and may retain profits for reinvestment, trading capital, or operational needs.
Notwithstanding Section 5.2, the Company shall make annual tax distributions to each Member in an amount sufficient to cover each Member's estimated tax liability arising from their allocated share of Company income, calculated at the highest applicable marginal tax rate.
Austin Grimes (CGO) is eligible for up to five percent (5%) additional Membership Interest from the Option Pool, contingent on achieving the following revenue milestones:
| Milestone | Bonus Equity | Vesting |
|---|---|---|
| First $50,000 in revenue directly attributable to CGO efforts | 2.0% | Immediate upon achievement |
| First $150,000 in cumulative revenue attributable to CGO efforts | 1.5% | Immediate upon achievement |
| First $500,000 in cumulative revenue attributable to CGO efforts | 1.5% | Immediate upon achievement |
Revenue attribution shall be determined by the Managing Member in good faith. Milestone equity, once earned, is fully vested and not subject to forfeiture except under Section 3.6.
No Member may sell, assign, transfer, pledge, or otherwise encumber any Membership Interest without the prior written consent of the Managing Member.
Before any proposed transfer to a third party, the Company and then the remaining Members shall have a Right of First Refusal to purchase the interest at the same terms offered by the third party. The Company shall have 30 days to exercise this right, followed by 30 days for the remaining Members.
The Managing Member has sole and exclusive authority over all Company decisions, including but not limited to:
The following actions require the written consent of Members holding at least 75% of vested Membership Interests:
Given the Managing Member holds 70%, this effectively requires the Managing Member's consent plus at least one other Member.
All intellectual property created by any Member in connection with Company business, including but not limited to software, algorithms, trading systems, AI models, brand assets, and client deliverables, is the exclusive property of the Company.
Any intellectual property a Member owned prior to the Effective Date remains that Member's property unless explicitly assigned to the Company in writing.
Each Member agrees to maintain the confidentiality of all Company information, including trading strategies, client information, financial data, proprietary technology, and business plans. This obligation survives termination of membership.
During active membership and for twelve (12) months following departure, no Member shall engage in a competing business that directly competes with the Company's primary revenue streams without the written consent of the Managing Member.
The Company shall be dissolved upon:
Upon dissolution, Company assets shall be applied in the following order:
12.1 Governing Law. This Agreement shall be governed by the laws of the State of Texas.
12.2 Entire Agreement. This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements, understandings, and discussions, whether oral or written.
12.3 Amendments. This Agreement may be amended by the Managing Member with written notice to all Members, except for Protective Provisions (Section 8.2) which require the specified consent.
12.4 Severability. If any provision is found to be invalid, the remaining provisions shall remain in full force and effect.
By signing below, each Member agrees to the terms of this Operating Agreement.
Joseph Rosenbaum — Founder, CEO, Managing Member
Signature: _________________________________ Date: _____________
Daniel Casper — Co-Founder, CPO
Signature: _________________________________ Date: _____________
Eric Bolanos — Co-Founder, COO
Signature: _________________________________ Date: _____________
Austin Grimes — Co-Founder, CGO
Signature: _________________________________ Date: _____________
This document is a template and should be reviewed by a licensed attorney before execution. It does not constitute legal advice.