DRAFT
⚠ Draft — For Discussion Only · Not Legally Binding ⚠
Operating Agreement of
American Bitcoin Mining Fund LLC
— Draft —
A Wyoming Limited Liability Company
This OPERATING AGREEMENT (the "Agreement") is made and entered into as of _____________, 2025 (the "Effective Date") by and among American Bitcoin Mining Fund LLC, a Wyoming limited liability company (the "Company"), managed by Gasbox LLC, a Wyoming Limited Liability Company located at 30 N Gould St, Suite N, Sheridan, WY 82801 ("Manager" or "Gasbox"), and those persons who become Members of the Company in accordance with the terms of this Agreement (each a "Member" and collectively the "Members").
Certain capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 1.
Recitals
A. The Company's Certificate of Formation was filed with the Wyoming Secretary of State on _____________, 2025.
B. The Company was formed to acquire, deploy, and manage institutional-grade Bitcoin mining infrastructure, focusing on direct liquid-cooled (hydro) ASIC mining hardware deployed in Iowa, USA, generating Bitcoin mining revenue for the benefit of its Members.
C. The Company intends to raise up to $20,000,000 in aggregate Capital Contributions from Members for the purpose of purchasing and deploying approximately 800 PH of Bitcoin mining hashrate using Bitmain Antminer S21e XP Hydro miners at a rate of $25,000 per PH, hosted at an Iowa facility drawing on hydro, wind, and grid power at $0.07/kWh.
D. The Members desire to enter into this Agreement, which shall govern the relationship among the Members and between the Company, the Manager, and the Members.
Agreements
In consideration of the recitals and the mutual covenants and agreements contained herein, the parties agree as follows:
Fund Summary — Key Economic Terms
Total Fund Raise
$20,000,000
Hashrate Target
800 PH
Cost per PH
$25,000 (all-in)
Hardware Model
Bitmain Antminer S21e XP Hydro
Facility Location
Iowa, USA
Electricity Rate
$0.07/kWh (pass-through at cost)
Investor Profit Share
70% of Net Mining Profit
Manager Fee
30% of Net Mining Profit
Uptime Guarantee
95% contractual minimum
Payout Frequency
Weekly (via Luxor Mining Pool)
Hardware Ownership
Client-owned ASICs
Term
1 Year + Automatic Monthly Renewals
1. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Act"
means the Wyoming Limited Liability Company Act, as amended from time to time.
"Additional Capital Contribution"
means, with respect to each Member, any additional amount contributed beyond the Initial Capital Contribution, as may be called by the Manager pursuant to Section 4(a).
"Affiliate"
means any Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, including any officer, partner, trustee, or beneficial owner of 51% or more of any class of equity interests.
"Agreement"
means this Operating Agreement, as may be amended from time to time.
"Available Cash"
means all cash funds of the Company on hand from time to time (other than funds received as Capital Contributions) legally available for distribution, net of reserves for accrued or anticipated expenses and contingent liabilities, as determined by the Manager.
"Capital Account"
means the Capital Account maintained and adjusted for each Member pursuant to Section 4 hereof.
"Capital Commitment"
means, in relation to any Member, the total amount of the commitment to make Capital Contributions as set forth in such Member's Subscription Agreement.
"Capital Contribution"
means, in relation to any Member, the total amount of cash contributed or agreed to be contributed by the Member, as set forth in the books and records of the Company.
"Code"
means the Internal Revenue Code of 1986, as amended.
"Company"
means American Bitcoin Mining Fund LLC, a Wyoming limited liability company.
"Covered Person"
means (i) the Manager; (ii) each officer of the Company; and (iii) any Person designated by the Manager as a Covered Person in connection with operations.
"Electricity Costs"
means the daily electricity expense calculated as: Total Hashrate × Electricity Consumption Rate × hours online × Electricity Rate.
"Electricity Consumption Rate"
means no more than 13 J/TH (joules per terahash) for the Bitmain S21e XP Hydro hardware, equivalent to approximately 10,400 Watts per PH.
"Electricity Rate"
means no more than $0.07 per kilowatt-hour (kWh), charged at cost with no markup.
"Gross Mining Revenue"
means the total fair market value of Bitcoin mined by the Total Hashrate, net of mining pool fees (currently directed to the Luxor mining pool).
"Hashprice"
means the daily revenue earned per Petahash of mining power, denominated in USD, as reported by the Luxor mining pool.
"Manager"
means Gasbox LLC, the managing entity of the Company responsible for day-to-day operations.
"Member"
means each Person who executes this Agreement or a Subscription Agreement as a member of the Company.
"Membership Interest"
means a Member's entire interest in the Company, including Economic Interest and applicable governance rights, represented by Units held.
"Minimum Return"
means a return of 5% per year cumulative, but not compounded, on each Member's Unreturned Capital Contributions, accruing from the date of each Capital Contribution. Neither the Company nor the Manager guarantees payment of the Minimum Return.
"Mining Operation"
means all Bitcoin mining hardware, infrastructure, and software managed by Gasbox on behalf of the Members, currently deployed in Iowa, USA.
"Net Mining Profit"
means Gross Mining Revenue minus Electricity Costs, minus Insurance & Operations costs ($2.19/PH/day), multiplied by the Uptime Guarantee percentage.
"Percentage Interest"
means, with respect to each Member, a percentage calculated by dividing the number of Units held by such Member by the total outstanding Units.
"Permitted Transferee"
means, with respect to any Member: (i) Family Members; (ii) trusts for the benefit of the Member or Family Members; (iii) entities wholly owned by the Member and/or Family Members; or (iv) transferees by will or intestate succession.
"Profits and Losses"
means the income or loss of the Company for federal income tax purposes.
"Subscription Agreement"
means any subscription agreement prescribed by the Manager as a condition precedent to becoming a Member.
"Total Hashrate"
means the aggregate petahash of Bitcoin mining compute power managed by Gasbox on behalf of all Members, targeting 800 PH for the full fund.
"Transfer"
means any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other disposition, whether absolute or as security.
"Unit"
means the measure of ownership participation in the Company, issued at $25,000 per Unit (representing 1 PH of hashrate). The Unit ownership of each Member is set forth in the Schedule of Members.
"Unreturned Capital Contributions"
means the aggregate Capital Contributions made by a Member minus any amounts distributed as a return of Capital Contributions.
"Uptime Guarantee"
means 95% uptime, equating to no more than 8.5 hours of downtime per week per the contractual guarantee in Section 8.
2. Formation, Business and Purpose of the Company
(a)
Formation. The Company was formed effective upon the filing of its Certificate of Formation with the Wyoming Secretary of State. Such filing is hereby confirmed, ratified and approved in all respects.
(b)
Name. The name of the Company is American Bitcoin Mining Fund LLC.
(c)
Principal Place of Business. The Company's principal place of business shall be located at 30 N Gould St, Suite N, Sheridan, WY 82801, or such other place as the Manager shall designate.
(d)
Term. The term of the Company shall be perpetual, unless dissolved in accordance with this Agreement or the Act.
(e)
Purpose. The purpose of the Company is to (i) acquire, deploy, and manage Bitcoin mining hardware and infrastructure; (ii) generate Bitcoin mining revenue for distribution to Members; (iii) utilize the Gasbox platform and Luxor mining pool for operations and payouts; and (iv) engage in any lawful activities within the purposes for which limited liability companies may be organized under the Wyoming Act.
3. Management of the Company
(a)
Manager. The Company will be managed by Gasbox LLC as the sole Manager. The Manager shall have the sole right to manage the business of the Company and shall have all powers and rights necessary to effectuate and carry out the purposes and business of the Company.
(b)
Authority of Manager. The Manager shall have authority to: source, acquire, and deploy mining hardware; negotiate and execute hosting, colocation, and pool agreements; open and operate bank and custodial accounts; engage professionals and service providers; and take all other actions necessary or advisable to operate the Mining Operation.
(c)
Officers. The Manager may appoint officers including a Chief Executive Officer, Vice President, Secretary, and Treasurer. As of the Effective Date: Jarret Porter shall serve as Chief Executive Officer, and Justin Chiang shall serve as Vice President.
(d)
No Personal Liability. No Covered Person shall be personally obligated for any debt, obligation, or liability of the Company solely by reason of being or acting as a Covered Person.
(e)
Member Approval Required. Notwithstanding the foregoing, neither the Manager nor any officer shall have the power to take any of the following actions without approval of Members holding at least 66⅔% of outstanding Units:
(i)
liquidate or dissolve the Company;
(ii)
sell, transfer, or lease all or substantially all of the Company's assets;
(iii)
merge, consolidate, or enter into any joint venture not contemplated by this Agreement;
(iv)
amend this Agreement; or
(v)
remove or replace the Manager.
(f)
Compensation of Manager. The Manager shall receive 30% of Net Mining Profit as its management fee. No additional compensation shall be paid to the Manager or its principals without Member approval, except as set forth herein.
4. Members' Capital Contributions and Capital Accounts
(a)
Capital Contributions. The Company shall issue Units at a price of $25,000.00 per Unit (representing 1 PH of hashrate), with a minimum purchase of 10 Units ($250,000 / 10 PH). The Company is authorized to issue up to 800 Units ($20,000,000 / 800 PH). Initial Capital Contributions shall be made pursuant to each Member's Subscription Agreement. Additional capital calls may be made by the Manager with 66⅔% Member approval, with 30 days' written notice.
(b)
Schedule of Members. The name of each Member, Units owned, Capital Contributions made, and address shall be maintained on a Schedule of Members by the Manager, updated from time to time without further Member consent.
(c)
Capital Accounts. The Company will maintain a separate Capital Account for each Member. Each Member's Capital Account shall be credited with Capital Contributions and allocations of profit; and debited for distributions and allocations of loss, all in accordance with Section 704(b) of the Code and Treasury Regulations thereunder.
(d)
No Return of Contributions. No Member shall be entitled to a return of Capital Contributions except as expressly provided herein. No Member shall have any liability to restore a deficit balance in its Capital Account.
(e)
Fiscal Year. The fiscal year of the Company shall be a calendar year. Books and records shall be maintained in accordance with Section 704(b) of the Code.
5. Profit Share Terms and Distributions
(a)
Net Mining Profit Calculation. Net Mining Profit shall be calculated on a daily basis as: Gross Mining Revenue minus Electricity Costs minus Insurance & Operations ($2.19/PH/day), multiplied by the Uptime Guarantee percentage (95%).
(b)
Gross Mining Revenue. Defined as the total fair market value of Bitcoin mined by the Total Hashrate, net of Luxor mining pool fees.
(c)
Electricity Costs. Calculated as: hours online × Total Hashrate × Electricity Consumption Rate × Electricity Rate ($0.07/kWh). Electricity is charged at cost with no markup.
(d)
Distribution Waterfall. Net Mining Profit shall be distributed as follows:
(i)
First, to each Member, a cumulative Minimum Return of 5% per year on Unreturned Capital Contributions, calculated from the date of each Capital Contribution;
(ii)
Second, to all Members pro rata in proportion to each Member's Percentage Interest, an amount equal to 70% of remaining Net Mining Profit;
(iii)
Third, to the Manager as its management fee, an amount equal to 30% of remaining Net Mining Profit.
(e)
Payout Frequency. Distributions to Members shall be paid on a weekly basis, automatically via the Luxor mining pool, directly to each Member's designated Bitcoin wallet address.
(f)
No Profit, No Fee. In any period where Electricity Costs exceed Gross Mining Revenue resulting in no Net Mining Profit, the Manager shall not be entitled to any management fee for that period, and no distribution shall be made.
(g)
Loss Allocations. Losses shall be allocated among Members pro rata in accordance with each Member's Percentage Interest, subject to Section 704(b) of the Code.
(h)
Withholding. The Company may withhold taxes as required by law. Any amounts so withheld shall be deemed a distribution to the applicable Member.
(i)
Liquidating Distributions. Upon dissolution, distributions shall be made in accordance with positive Capital Account balances after paying all Company liabilities and obligations.
6. Gasbox Management Services
(a)
Gasbox agrees to source, acquire, and set up Bitcoin mining hardware totalling at least the Total Hashrate, or equivalent hardware approved by the Manager.
(b)
Gasbox agrees to operate, energize, and maintain all Bitcoin mining hardware and accessory infrastructure, including but not limited to electrical utilities, generators, transformers, data centers, power supply units, cooling systems, and internet connections.
(c)
Gasbox agrees to direct the designated Total Hashrate to the Luxor mining pool and pay out each Member's appropriate share of Net Mining Profit on a weekly basis to their designated wallet.
(d)
Physical site location shall be in Iowa, USA (hydro, wind & grid mix) unless otherwise agreed upon in writing by both the Manager and a 66⅔% supermajority of Members by Units.
(e)
Gasbox shall maintain records of all income and expenses and provide reconciliation reports at minimum quarterly, including total downtime, Bitcoin mined, fair market value of Bitcoin mined, electricity costs, and profit share amounts.
7. Gasbox Dashboard and Reporting
(a)
The Gasbox Dashboard is a comprehensive platform providing Members real-time insights into their Bitcoin mining operation, including: current Bitcoin price, hashprice, network hashrate, BTC market cap, personal mining analytics, historical data, financial metrics (revenue, expenses, profit), and weekly payout history.
(b)
Gasbox hereby grants each Member the right to access the Gasbox Dashboard for the duration that this Agreement is in effect.
(c)
Reconciliation reports shall be provided at minimum quarterly, and shall include: (i) total downtime in hours; (ii) total Bitcoin mined; (iii) total fair market value of Bitcoin mined; (iv) total electricity consumed; (v) total electricity costs; and (vi) total profit share amounts paid.
8. Uptime Guarantee and Hardware Ownership
(a)
Gasbox guarantees 95.0% uptime, equating to no more than 8.5 hours of downtime per week per Member's hashrate ("Allotted Downtime Hours").
(b)
If actual downtime exceeds the Allotted Downtime Hours in any week, Gasbox shall compensate the affected Member for Excess Downtime Hours (rounded up to the nearest hour) at the pro-rata hourly hashprice from Luxor. For example: if 11.5 hours of downtime occur against 8 Allotted Hours for 10 PH, Gasbox compensates for 4 hours × (Luxor daily hashprice / 24) × 10 PH as a credit to the next distribution.
(c)
Downtime incurred during scheduled maintenance or necessary hardware repairs shall not count toward the weekly downtime calculation.
(d)
Hardware Ownership. Each Member owns the mining hardware (ASICs) and infrastructure associated with their Units. Hardware titles are client-owned and all ASICs remain the property of the respective Members throughout the term of this Agreement.
(e)
Maintenance & Repairs. Gasbox is responsible for day-to-day maintenance. Members bear the cost of repairs. Gasbox may authorize repairs below $100.00 automatically; for repairs exceeding $200.00, Gasbox shall provide a written estimate and the Member shall have 72 hours to approve or deny. Failure to respond within 72 hours shall constitute deemed approval.
9. Voting; Meetings of Members
(a)
General. All Members shall be entitled to vote on matters submitted to a vote. Unless a greater vote is required by this Agreement or the Act, the affirmative vote or consent of Members owning at least 66⅔% of all outstanding Units shall constitute action by all Members. Each Unit entitles the holder to one vote.
(b)
Meetings. The Members shall meet at least annually at a time and place determined by the Manager. Any Member may call a special meeting upon 10 days' written notice. Written consent of Members without a meeting shall be permitted.
(c)
Quorum. Members holding at least 66⅔% of outstanding Units shall constitute a quorum for any duly convened meeting.
(d)
Proxy. A Member may appoint a proxy by written instrument to vote or act on its behalf.
10. Transfers of Membership Interests
(a)
General Restriction. No Member shall Transfer all or any portion of its Units or Membership Interest without the prior written consent of Members holding at least 66⅔% of outstanding Units. Any Transfer in violation of this Section shall be void and ineffective.
(b)
Permitted Transferees. Transfers to Permitted Transferees are permitted without consent, provided the transferee agrees in writing to be bound by this Agreement. The transferring Member must maintain voting control over transferred Units.
(c)
Admission as Member. A transferee of Units may be admitted as a Member only upon the unanimous consent of the remaining Members. Any transferee not so admitted shall be an Economic Interest Owner only and shall have no voting or management rights.
(d)
Death or Disability. Upon the death or permanent disability of any Member, the Company shall have the right (but not the obligation) to purchase such Member's Units at Fair Market Value within 45 days. If the Company does not exercise such right, the remaining Members may purchase such Units pro rata within a further 15-day period.
11. Confidentiality
(a)
No Member shall directly or indirectly disclose any Confidential Information (including investment terms, mining economics, fund performance, proprietary data, or business plans) to any third party without the prior written consent of the Manager, except as required by law.
(b)
Each Member shall use all reasonable efforts to protect the confidential nature of all information received from the Company and shall ensure its employees, agents, and advisors maintain equivalent confidentiality obligations.
(c)
Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of three (3) years.
12. Term, Cancellation, and Expansion
(a)
Term. This Agreement and each Member's participation shall have an initial term of one (1) year from the date such Member's Initial Capital Contribution is accepted, with automatic monthly renewals thereafter.
(b)
Cancellation. Cancellation must be mutually agreed upon in writing by both the Member and Gasbox with a minimum 60 days' notice to all parties. Upon cancellation, the Member's hardware shall be liquidated or transferred at Fair Market Value.
(c)
Expansion. This Agreement may be expanded to include additional hashrate with the mutual written consent of the Member and Gasbox. Any additional hashrate shall be charged at the then-current per-PH rates and shall comply with all terms of this Agreement.
13. Standard of Conduct; Indemnification
(a)
The Covered Persons must discharge their duties consistent with obligations of good faith and fair dealing under the Act.
(b)
No Covered Person shall be liable to the Company or Members for any act or omission arising out of or in connection with the Company, except for losses determined by final judgment to have been caused by (i) criminal fraud, gross negligence or willful misconduct, (ii) violation of securities laws having a material adverse effect on the Company, or (iii) material and willful breach of this Agreement.
(c)
To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, damages, liabilities, expenses (including legal fees), judgments, and fines incurred in connection with the Company's business, provided the Covered Person acted in good faith within the scope of their authority and in the best interests of the Company.
(d)
The provisions of this Section 13 shall survive the dissolution, liquidation, and termination of the Company.
14. Tax Matters
(a)
Tax Treatment. The Members and the Company intend for the Company to be treated as a partnership for US federal income tax purposes and agree not to take any inconsistent position.
(b)
Partnership Representative. Jarret Porter shall serve as the "partnership representative" within the meaning of Section 6223(a) of the Code. The Partnership Representative shall have authority to take all actions that may be taken by a "partnership representative" under the Code.
(c)
Tax Information. The Company shall cause to be prepared and filed all necessary tax returns and shall cause an IRS Schedule K-1 (or successor form) to be delivered to each Member for each fiscal year.
(d)
Bonus Depreciation. The Company intends that mining hardware shall qualify for 100% Bonus Depreciation under Section 168(k) of the Code in the year of deployment, subject to each Member's individual tax circumstances and applicable law.
15. Duration; Dissolution
(a)
The Company shall be liquidated and dissolved upon (i) the determination of Members holding at least 66⅔% of outstanding Units to dissolve; or (ii) the occurrence of any event causing dissolution under the Act.
(b)
Upon dissolution, the Company shall wind up affairs and distribute assets first to creditors, then to Members in accordance with positive Capital Account balances pursuant to Section 5(i).
(c)
Upon completion of winding up, the Manager shall cause a Certificate of Dissolution (or equivalent) to be filed in accordance with the Act.
16. Miscellaneous Provisions
(a)
Entire Agreement; Amendments. This Agreement constitutes the entire understanding among the parties with respect to the subject matter hereof. No amendment shall be valid unless made in writing and signed by Members holding at least 66⅔% of outstanding Units; provided that no amendment shall materially and adversely affect any Member's economic rights without such Member's consent.
(b)
Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
(c)
Governing Law. This Agreement shall be governed and construed in accordance with the laws of Wyoming.
(d)
Arbitration. Any dispute arising under or relating to this Agreement shall be submitted for final determination by binding arbitration administered by the American Arbitration Association (AAA) under its commercial rules. Arbitration shall take place in Sheridan, Wyoming. The arbitration award shall be in writing and may be entered by a court of competent jurisdiction.
(e)
Notices. All notices shall be in writing and delivered by: (i) personal delivery; (ii) overnight courier; (iii) email (PDF); or (iv) US Mail, certified, return receipt requested, to the addresses on record.
(f)
Electronic Transmission. Signatures and consents transmitted electronically (including e-mail, DocuSign, or similar platforms) shall be deemed originals for all purposes.
(g)
Counterparts. This Agreement may be signed in counterparts, which together shall constitute a single instrument.
(h)
Waiver. Failure to require performance of any provision shall not affect the right to require such performance at any future time. No waiver of a breach shall constitute a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month, and year first above written.
Manager
American Bitcoin Mining Fund LLC
By: Gasbox LLC, as Manager
Sign:
Name:
Title:
Date:
Member
(See signature of each Member in its Subscription Agreement / Joinder to this Agreement)
Member
Name:
Entity:
Sign:
Date:
Gasbox
Name:
Title:
Sign:
Date:
Gasbox Contact Information
Gasbox LLC · 30 N Gould St, Suite N, Sheridan, WY 82801 · Federal Tax ID: 92-1984123
This is a confidential draft document. Not legally binding until fully executed by all parties.