This Limited Liability Company Agreement (this "Agreement") is entered into as of , 2026, by and between the following members (collectively, the "Members"):
Alvaro Salas Castro
12658 SW 120 Place
Miami, FL 33186
Membership Interest: 50%
Andres Bruna Serrano
12658 SW 120 Place
Miami, FL 33186
Membership Interest: 50%
1. Formation
The Members formed Senda Strategy LLC as a Delaware limited liability company by filing a Certificate of Formation with the Delaware Secretary of State.
2. Name
The name of the Company is Senda Strategy LLC.
3. Principal Office
The principal office of the Company shall be located at 5830 E 2nd St, Ste. 7000 #5105, Casper, Wyoming 82609, or at such other place as the Members may determine from time to time.
4. Purpose
The purpose of the Company is to provide strategic advisory and consulting services, including governance advisory, investment and capital strategy support, research, business intelligence, and any lawful related business activity.
5. Term
The Company shall continue until dissolved in accordance with this Agreement.
6. Members and Ownership
- Alvaro Salas Castro: 50%
- Andres Bruna Serrano: 50%
No additional members may be admitted without the written approval of both Members.
7. Capital Contributions
The initial capital contributions of the Members shall be determined by separate written schedule or banking records approved by both Members. No Member is required to make any additional capital contribution unless both Members agree in writing.
8. Member-Managed Company
The Company shall be member-managed. Each Member shall have equal management rights in the conduct of the Company.
9. Voting and Approval
Because the Members hold equal Membership Interests, the approval of both Members is required for the following matters:
- entering into or terminating any material contract;
- borrowing money or granting liens;
- admitting a new member;
- issuing additional membership interests;
- approving annual budgets above thresholds set by the Members;
- making distributions other than ordinary course tax distributions;
- changing tax classification;
- selling substantially all Company assets; and
- dissolving the Company.
Routine operating decisions may be made by either Member if consistent with the approved budget, business plan, and delegated authority agreed by the Members.
10. Officers and Delegation
The Members may appoint officers or delegate authority by written consent. Any delegation may be modified or revoked by unanimous written approval of the Members.
11. Allocations and Distributions
Profits, losses, and distributions shall be allocated equally between the Members unless otherwise required by applicable tax law or agreed in writing by both Members.
12. Books, Records, and Tax Matters
The Company shall maintain complete and accurate books and records. The Members shall designate a partnership representative or other tax contact as required by law. The fiscal year shall be determined by the Members.
13. Banking
Company funds shall be maintained in accounts in the Company name. The Members shall determine signing authority by separate written authorization.
14. Restrictions on Transfer
No Member may sell, assign, pledge, or otherwise transfer any interest in the Company without the prior written consent of the other Member, except for transfers to a wholly owned estate planning vehicle controlled by that Member and approved in writing by the other Member.
15. Deadlock
If the Members are unable to agree on a material matter requiring unanimous approval, they shall first meet in good faith within 10 business days to attempt resolution. If unresolved after 20 business days, the matter shall be submitted to confidential mediation in Miami-Dade County, Florida, unless the Members agree otherwise in writing.
If mediation does not resolve the deadlock, the Members may agree to a buy-sell process, external advisory opinion, or dissolution. No compulsory buyout mechanism is adopted unless later approved in writing by both Members.
16. Limitation of Liability and Indemnification
To the fullest extent permitted by Delaware law, no Member shall be liable to the Company or the other Member for actions taken in good faith on behalf of the Company, except for fraud, willful misconduct, gross negligence, or knowing violation of law. The Company shall indemnify Members and authorized officers to the fullest extent permitted by law.
17. Confidentiality
Each Member shall keep confidential non-public Company information, client information, proprietary methods, pricing, and transaction materials, except as required by law or for legitimate Company business.
18. Non-Competition and Non-Solicitation
Any restrictive covenants shall be set forth in a separate agreement if desired by the Members. None are imposed by this Agreement by default.
19. Dissolution
The Company shall dissolve upon unanimous written agreement of the Members, the sale of substantially all Company assets, entry of a decree of judicial dissolution, or any other event requiring dissolution under Delaware law unless the Company is continued in accordance with law.
20. Governing Law
This Agreement shall be governed by the laws of the State of Delaware.
21. Entire Agreement
This Agreement constitutes the entire agreement among the Members concerning the Company and may be amended only by written agreement signed by both Members.
Member
Signature
Alvaro Salas Castro
Date:
Member
Signature
Andres Bruna Serrano
Date: