Jack Polo · StarHub Studios JV partner May 9, 2026
Abeó Health
Legal · LLC Operating Agreement (Template)

The governance structure, before anyone signs.

A structured template capturing the operational, governance, and economic terms for Abeó Health LLC under the CA Revised Uniform LLC Act (Corp. Code §17701 et seq.). The binding agreement must be drafted by counsel against this baseline.

Entity
Abeó Health, LLC (California)
Structure
Manager-managed
Status
DRAFT v0.1
abeo.health Confidential
section Art. I–II · Formation & Purpose
Articles I–II

A California-licensed HCO.

◆ ⚠ Draft template — do not execute without CA-licensed business counsel review

The binding Operating Agreement must be drafted by counsel against this baseline and adapted to current California law (RULLCA, Cal. Corp. Code §17701 et seq.).

Article I — Formation and Name

Abeó Health, LLC (the "Company") is formed under California RULLCA, commencing on the filing date of the Articles of Organization. DBAs ("Abeó Care," "Abeó Connect," "Abeó Transport," future divisions) filed as fictitious business names. Registered office/agent designated by the Sole Member; principal office in Laguna Hills, CA. Perpetual term, terminating only upon dissolution per Article XI.

Article II — Purpose

Organized to operate a California-licensed Home Care Organization (HCO) under the Home Care Services Consumer Protection Act (H&S Code §1796 et seq.), CDSS HCS 281, and to expand per the 6-phase Living Systems Network roadmap. Permitted: non-medical home care, NEMT, senior placement, pet care, clinical home health (Phase 3, separate CDPH HHA license), wellness, community health, SaaS (abeoOS). Restrictions: no medical practice absent licensure; no 1099 classification where AB5 requires W-2; nothing violating the HCO license, CDSS, HIPAA, or law.

mythOS · loom Art. I–II · Formation & Purpose
section Art. III · Members
Membership interests

Brittany at 100% at formation.

Sole initial Member: Brittany Solomon, 100% at formation. Initial capital contribution TBD (nominal cash or counsel-valued sweat equity). New Members admitted only on (a) counterpart execution, (b) securities-law compliance, (c) Sole-Member consent until Series A. Anticipated future Members: Convertible Note Holders (Jack + Gheric, on conversion), StarHub Studios PBC (~20% per JV), Stage 2 seed investors, ~5% employee option pool.

§3.4 Cap table at key milestones (illustrative, not binding)

Milestone Brittany StarHub JV Notes / Seed / Pool
Formation 100% — —
After JV term sheet 80% 20% (vesting) —
After Stage 1 note 80% 20% (vesting) $175K–$200K debt
After $2M seed @ $12M post + note conversion ~75% ~16% Notes ~3.4% · Seed ~12.5% · Pool ~5%
mythOS · loom Art. III · Members
section Art. IV · Capital & Distributions
Article IV

Profits, losses, distributions.

Capital accounts & allocations

  • §4.1 Capital Account per Treas. Reg. §1.704-1(b)(2)(iv)
  • §4.2 Profits/losses allocated pro-rata to Membership Interests (subject to §704(b) special allocations)

Distributions

  • §4.3 Manager-determined, subject to working capital, note obligations, preferred returns, and Corp. Code §17704.05 (no insolvent distributions)
  • §4.4 Annual tax distributions sufficient to cover estimated liability at the highest combined federal+CA marginal rate
mythOS · loom Art. IV · Capital & Distributions
section Art. V–VI · Management
Manager-managed

Day-to-day authority, 75% on major actions.

§5.1–5.2 Manager authority

Manager-managed; initial Manager Brittany Solomon. Full day-to-day authority: hiring/termination, contracts up to $50,000 per transaction, operational decisions (matching, onboarding, pricing within published ranges), CDSS compliance + renewal, banking/payroll/vendor payments, marketing & BD.

§5.3 Major Actions (require 75% Member consent)

  • Sale, merger, or dissolution
  • Amend Articles or this Agreement
  • Issue new Interests / admit Members
  • Debt > $100,000 single transaction (beyond authorized Stage 1 notes)
  • Material change of business purpose; annual budget approval
  • Counsel engagement likely > $50,000; hire/fire senior officers
  • Conversion to another entity type (C-corp, PBC)

§5.4–5.6 + Article VI Officers

  • Additional Managers appointed by 75%; may transition to Board of Managers post-Series A
  • Removal for Cause (fiduciary breach, uncured 30-day breach, felony moral turpitude, gross negligence/willful misconduct) by 75%
  • Standard of care: good faith, prudent person, business-judgment-rule protection
  • Officers serve at Manager's pleasure; CDSS Administrator (initial: Brittany) per HCS 281 §B2
mythOS · loom Art. V–VI · Management
section Art. VII–VIII · Records & Transfers
Articles VII–VIII

Reporting and transfer restrictions.

Art. VII — Books, records, reporting

  • §7.1 Books at principal office (Member list, charter docs, 6yr tax + financials, CDSS/HCAR/training/client records per §1796.20)
  • §7.2 Member inspection rights on reasonable notice
  • §7.3 Annual: reviewed (pre-A) / audited (post-A) financials, tax summary, K-1, operational summary
  • §7.4 Quarterly investor updates from Stage 1 note close (revenue, runway, KPIs, material events)

Art. VIII — Transfers

  • §8.1 No transfer without 75% consent (except permitted)
  • §8.2 Founder permitted transfers: revocable trust, estate vehicle, direct family gift (with joinder)
  • §8.3 ROFR to Company then Members pro-rata; §8.4 Drag-along at 75%; §8.5 Tag-along at 25%+
◆ §8.6 Founder protections (Brittany Solomon)

No forced involuntary sale before a Qualified Sale (≥ $50,000,000 valuation). Retains control of strategic direction while holding ≥ 51%. May, after Year 3, buy out any Member's interest at fair market value per independent appraiser.

mythOS · loom Art. VII–VIII · Records & Transfers
section Art. IX–X · Indemnification & Capital Structure
Articles IX–X

Protection and the capital stack.

Article IX — Indemnification

§9.1 Company indemnifies Managers/Officers/agents acting in good faith on the Company's behalf (losses, claims, fees, judgments, settlements). §9.2 No indemnification for fraud/intentional misconduct/knowing legal violation, ultra vires acts, or improper personal benefit. §9.3 Company maintains D&O insurance at Manager-approved levels.

Article X — Capital structure (references companion docs)

Instrument Material terms
§10.1 Stage 1 ecosystem note (Jack + Gheric) Principal $175K–$200K combined · 5.0% simple accrued · 24-mo maturity · 20% conversion discount · $8M pre-money cap
§10.2 Stage 2 seed $1.5M–$2.5M priced equity @ $10M–$15M post (subject to market + Member approval)
§10.3 JV with StarHub Studios PBC ~20% common at JV formation, 3-yr vest · ~17% revenue share (1/e extraction framework) · bidirectional rights per JV term sheet
mythOS · loom Art. IX–X · Indemnification & Capital Structure
section Art. XI–XII · Dissolution & HCO Compliance
Articles XI–XII

Wind-up and ongoing compliance.

Art. XI — Dissolution

  • §11.1 Triggers: 75% consent, judicial decree, or sale of substantially all assets
  • §11.2 Wind-up: pay debts, distribute by Capital Account balances, file Certificate of Cancellation
  • §11.3 HCO license, client-records retention (§1796.20), and HIPAA obligations survive dissolution

Art. XII — HCO regulatory compliance

  • §12.1 Maintain CDSS HCO license in good standing (renewal, inspections, reports)
  • §12.2 HCAR registration before client services (§1796.40)
  • §12.3–12.5 Personnel Policies (B3), Training Plan (B4: 5hr entry + 5hr annual), Client Services Package (B-suite)
  • §12.6 Mandatory abuse reporting (W&I §15630, Penal §11164); §12.7 HIPAA Privacy/Security safeguards + BAAs
mythOS · loom Art. XI–XII · Dissolution & HCO Compliance
section Art. XIII · Miscellaneous
Boilerplate

Law, disputes, amendments.

Governing terms

  • §13.1 Governed by California law (no conflict-of-laws)
  • §13.2 Binding arbitration in Orange County (JAMS Streamlined, single arbitrator); injunctive relief preserved
  • §13.3 Severability; §13.4 Entire agreement (with Articles, Note, JV term sheet, amendments)

Execution

  • §13.5 Amendments only by ≥75% written instrument
  • §13.6 Notices in writing (personal, certified mail, or overnight courier)
  • §13.7 Counterparts; electronic signatures (DocuSign, Adobe Sign) valid
mythOS · loom Art. XIII · Miscellaneous
section Appendix · Ledger & Next Steps
Membership ledger · open items

The starting baseline.

Appendix A — Membership Interest Ledger

Member Effective date Interest · Class
Brittany Solomon [Formation] 100% · Common (founder, sole initial)
StarHub Studios PBC [JV execution] 20% · Common (3yr cliff-and-ratable)
Jack Polo [Note conversion] TBD · Common
Gheric Speiginer [Note conversion] TBD · Common
Seed Investors [Stage 2 close] TBD · Preferred

Open items for counsel + Brittany

  • Final allocations (JV %, Stage 1 cap, founder retention)
  • Definition of 'Cause' (narrow vs broad); drag-along threshold (75/60/80%)
  • Buy-out valuation (appraisal vs formula); IP treatment (Brittany + mythOS license)
  • D&O budget; tax election (partnership vs S-corp); state (CA chosen for HCO simplicity)
  • Employee equity plan; CCPA/CPRA posture

Recommended next steps

  • Engage independent CA business counsel to review
  • Counsel drafts formal Operating Agreement against this baseline
  • Concurrent execution: Articles ($70+$20), Operating Agreement, Convertible Note, JV term sheet
  • Open business banking; EIN; file CDSS HCS 281 ($5K + counsel)

Should not be signed until both parties have independent legal review. Percentages and terms are negotiation starting points. Incorporates jv-term-sheet, convertible-note-term-sheet, abeo-full-vision, phase-gate-execution, and the CDSS application materials.

mythOS · loom Appendix · Ledger & Next Steps