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CX

× Lumo Ombro

Operating Agreement

Now — May 1, 2026

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00 — Overview

Overview

CX is thrilled to partner with Lumo Ombro to bring a one-of-a-kind experience to 78 Leonard, transforming the Lower Level into a sanctuary for meaningful connection. With our shared vision in mind, we have drafted the following Phase 1 Operating Agreement to define our collective ownership and responsibilities across venue operations, infrastructure, and programming.

As we both navigate this transitional season, this initial plan covers March through April 2026, culminating in our highly anticipated Anderson .Paak collaboration launch on April 24. Looking ahead, we propose a transition to “Phase 2” beginning May 1, which will see us shift to a robust six-night-a-week programming schedule and a more defined thematic calendar. This evolution will involve the introduction of a shared Lower Level General Manager and a unified POS tracking system. We suggest meeting early April to formalize these Phase 2 details. In this Phase 1 interim, we will support introductions to any investors who seem a fit for Lumo Ombro's mission; we will combine efforts for late-night shifts to the top two floors if it fits schedules/goals; and we will support additional private event bookings to maximize the venue's potential.

Quick flags based on our conversation about contractor work —

  • We are prepared to hire Jason to take out the wooden platform for you and then do a shared 50/50 payment split for a built out booth/table in that corner. We'd like to have this built before April 24's Event.
  • We are going to use Soundproof Curtains to build a “Back of House” changing room by the bar versus constructing a wall. Any additional TI build out here is up to your discretion.
  • We are going to build out a custom sound and lighting system that we will pay for, own, operate (and which will be fully removable, if needed). Any house sound or house lighting you'd like to add is up to your discretion.

We look forward to your thoughts!

Responsibility Legend

CX Owner
Lumo Ombro Owner
Both Parties
Split
No Action Required

01Big Picture

Big Picture

Organization / Inventory & Event Operation

CX
Lower Level
LO
Lower Level Bar / Top 2 Floors

Marketing & PR

CX
Lumo Ombro mentions must be approved
LO
CX mentions must be approved

Buy-Out or Private Event
All Private Events in Lower Level to be planned/discussed together

CX
First Right of Refusal / Lower Level
LO
First Right of Refusal / Top 2 Floors

Programming / Every Saturday March 14 – April 18

CX: OwnerLO: No action

Programming / Friday April 24 w/ Anderson Paak

CX: OwnerLO: No action

Private Dinners / Only on Top Two Floors

CX: No actionLO: Owner

Bar Management

CX: No actionLO: Owner

Bathroom

CX: No actionLO: Owner

Bussing

CX: No actionLO: Owner

Cleaning

CX: No actionLO: Owner

02Operations

Operations

Onsite Venue Lead (Rose / Seth / Mabel)

CX: OwnerLO: No action

GM starting in May 2026 will be split 50/50

Coat Check

CX: OwnerLO: No action

CX Host / Checkin

CX: OwnerLO: No action

Independent Liability Insurance

Both Parties

Independent Legal Counsel

Both Parties

03Décor

Décor

Lights

CX
Custom System
LO
House System

Sound

CX
Custom System
LO
House System

AV System Setup

CX
Owner of Custom
LO
Owner of House

Menu Printing

CX: No actionLO: Owner

DJ Booth / Scaffold

CX: OwnerLO: No action

Dried / Permanent Flowers
Lumo Ombro can add to floral design as marketing with design approved by CX

CX: OwnerLO: No action

Soundproof Curtains

CX: OwnerLO: No action

Candles

CX: OwnerLO: No action

Carpets

CX: OwnerLO: No action

Entrance Light Install

CX: OwnerLO: No action

Furniture

CX: OwnerLO: No action

04TI / Infrastructure

TI / Infrastructure

Equity

CX
$50,000 in CX Equity to Manena Frazier for her past work supporting the foundational development of CX
LO
$150,000 in Equity to CX for TI Improvements and build out of 78 Leonard

Elevator Fix / Mgmt

CX: No actionLO: Owner

Back of House / Soundproof Curtains

CX: OwnerLO: No action

Removal of Wood Platform
Hire Jason/team for demo and removal of wood platform by April 1

CX: OwnerLO: No action

Circular Stage

CX: OwnerLO: No action

"Founders Table" Booth Corner
Circular Booth Chairs and Table

Split

CX × Lumo Ombro

Operating Agreement — Now through April 30, 2026