Effective Date: June 18, 2026
This Operating Agreement (the "Agreement") is entered into as of June 18, 2026, by Caleb Clark Fuesling ("Member"), the sole member of CF Technologies LLC, a limited liability company organized under the laws of the State of Arkansas.
1.1 Name. The name of the Company is CF Technologies LLC.
1.2 State of Organization. The Company is organized as a limited liability company under the Arkansas Small Business Entity Tax Pass Through Act and the Arkansas Limited Liability Company Act.
1.3 Principal Place of Business. The principal place of business of the Company is 21195 Highway 51, Malvern, Arkansas 72104. The Company may establish additional places of business as the Member may determine.
1.4 Purpose. The Company is organized to engage in any lawful business activity permitted under the laws of the State of Arkansas, including but not limited to software development, application publishing, and technology services.
1.5 Term. The Company shall continue in existence until dissolved in accordance with this Agreement or as otherwise required by law.
2.1 Sole Member. The Company has one Member: Caleb Clark Fuesling, whose address is 21195 Highway 51, Malvern, Arkansas 72104.
2.2 Membership Interest. The Member holds 100% of the membership interest in the Company.
2.3 Membership Certificate. The Member's interest is evidenced by a Membership Certificate issued by the Company.
2.4 Transfer of Interest. The Member may transfer, assign, or pledge their membership interest in whole or in part at their sole discretion, subject to applicable law.
3.1 Separate Entity. The Company is a legal entity separate and distinct from the Member. The Company may own property, enter into contracts, sue and be sued, and conduct business in its own name.
3.2 Limited Liability. The Member shall not be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a Member, except as otherwise required by applicable law.
3.3 Maintenance of Separation. To preserve the legal separation between the Member and the Company, the Member agrees to: (a) maintain separate bank accounts for Company funds; (b) not commingle personal and Company finances; (c) conduct Company business in the Company's name; and (d) keep adequate records of Company transactions.
4.1 Member-Managed. The Company shall be managed by the Member. As sole Member, Caleb Clark Fuesling shall have full authority to manage and control the business and affairs of the Company.
4.2 Authority. The Member has the authority to, among other things: (a) open and manage bank accounts; (b) enter into contracts and agreements; (c) hire and terminate employees and contractors; (d) acquire and dispose of Company property; and (e) make all business decisions on behalf of the Company.
5.1 Capital Contributions. The Member may contribute capital to the Company as deemed necessary or appropriate.
5.2 Distributions. The Member shall be entitled to receive all distributions of cash or other assets of the Company at such times and in such amounts as determined by the Member.
5.3 Tax Treatment. For federal income tax purposes, the Company shall be treated as a disregarded entity (sole proprietorship), and all income, deductions, and credits of the Company shall be reported on the Member's personal income tax return, unless the Member elects otherwise.
5.4 Fiscal Year. The Company's fiscal year shall be the calendar year, ending December 31.
6.1 Company IP. All intellectual property created, developed, or acquired in connection with Company business — including but not limited to software, trademarks, trade names, logos, and domain names — shall be the property of the Company unless otherwise agreed in writing by the Member.
7.1 Dissolution Events. The Company shall be dissolved upon: (a) the written decision of the Member to dissolve the Company; (b) the entry of a judicial decree of dissolution; or (c) any other event requiring dissolution under Arkansas law.
7.2 Winding Up. Upon dissolution, the Member shall wind up the Company's affairs, pay all liabilities, and distribute remaining assets to the Member.
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas.
8.2 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements and understandings.
8.3 Amendments. This Agreement may be amended or modified by the Member at any time by written instrument signed by the Member.
8.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement as of the date first written above.