LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

A Multi-Member Limited Liability Company

STATE OF FORMATION: north-dakota, United States
EFFECTIVE DATE: November 2, 2026

ARTICLE 1. FORMATION & ORGANIZATION

1.1 Formation: The Members have organized and formed (the "Company") as a limited liability company pursuant to the limited liability company act and statutes of the State of north-dakota. 1.2 Principal Place of Business: The principal executive office of the Company shall be located at , or at such other place as the Members or Managers may designate. 1.3 Registered Agent: The registered agent for service of process in the jurisdiction of formation is . 1.4 Term & Purpose: The Company shall have perpetual existence and may engage in any lawful business, trade, or commercial activity permitted under the laws of the State of north-dakota. 1.5 Entity Separateness: The Company shall be operated as an independent legal entity distinct from the personal affairs, estates, and liabilities of its Members. All business transactions shall be conducted in the Company's legal name, separate corporate records and financial books shall be maintained, and member funds shall not be commingled with company assets. While an operating agreement alone cannot guarantee liability protection against all claims, adherence to entity separateness supports the statutory limited liability shield.

ARTICLE 2. CAPITAL CONTRIBUTIONS, UNITS & CAPITAL ACCOUNTS

2.1 Initial Capital Contributions: The Members have contributed aggregate initial capital in the amount of . 2.2 Ownership Percentages & Schedule: The Members, their respective initial capital contributions, and their percentage membership interests ("Percentage Interests") are set forth below:

The sum of all Member Percentage Interests shall equal exactly one hundred percent (100.0%). 2.3 Capital Accounts & Additional Contributions: A separate capital account shall be established and maintained for each Member in accordance with the rules of Section 704(b) of the Internal Revenue Code and Treasury Regulation § 1.704-1(b). No Member shall be required or obligated to make any additional capital contribution to the Company without the unanimous written consent of all Members. 2.4 Limited Personal Liability: In accordance with the limited liability company act of the State of north-dakota, no Member or Manager shall be personally liable for any debt, contract, obligation, or liability of the Company solely by reason of being a Member or Manager, subject to compliance with statutory requirements.

ARTICLE 3. MANAGEMENT STRUCTURE & VOTING POWERS

3.1 Governance Model: The Company shall be . 3.2 Authorized Signers & Routine Operational Decisions: Operational management, commercial contracts, and banking agency authority shall be administered by . Ordinary day-to-day operational matters occurring within the ordinary course of business shall be decided by an affirmative vote of Members holding a majority (greater than 50.0%) of the Percentage Interests. 3.3 Major Decisions Threshold ($50,000 Threshold): Extraordinary company actions shall require approval by . Major decisions include: (a) Incurring corporate indebtedness, commercial loans, or credit commitments exceeding $50,000; (b) Selling, leasing, mortgaging, or pledging substantial company assets outside the ordinary course of business; (c) Admitting any new member or issuing additional equity interests or options; (d) Merging, consolidating, reorganizing, or converting the Company with or into another entity; (e) Filing a voluntary petition for bankruptcy or consenting to receivership; or (f) Terminating, dissolving, or winding up the Company.

ARTICLE 4. ALLOCATIONS, DISTRIBUTIONS & TAXATION

4.1 Tax Classification: The Company shall be treated as a partnership for federal and state income tax purposes pursuant to Internal Revenue Code Subchapter K (or as elected under ). 4.2 Profit & Loss Allocations: All items of company net profit, loss, deduction, and credit shall be allocated among the Members strictly in proportion to their respective Percentage Interests. 4.3 Cash Distributions: Net operating cash flow shall be distributed among the Members pro rata in accordance with Percentage Interests, subject to retaining reasonable reserves for working capital and debt service. 4.4 Contractual Tax Distributions (Illustrative Clause): Subject to available operating cash flow, the Company shall make quarterly cash distributions to Members sufficient to satisfy each Member's estimated individual federal and state income tax liabilities arising from pass-through allocations.

ARTICLE 5. TRANSFER RESTRICTIONS, ROFR & BUYOUTS

5.1 Transfer Restrictions & Right of First Refusal (ROFR): No Member may sell, assign, pledge, gift, or transfer all or any portion of their Membership Interest without prior written notice and strict compliance with this Article. If any Member (the "Selling Member") receives a bona fide third-party purchase offer that they intend to accept, the Selling Member must provide written notice to the Company and all other Members specifying the offered price, terms, and purchaser identity. The Company first, and the non-selling Members second, shall hold an exclusive option to purchase all or part of the offered interest on identical terms before any transfer to a third party may occur. 5.2 Member Buyout, Valuation Framework & Payout Terms: Upon the death, permanent legal incapacity, voluntary retirement, expulsion, or bankruptcy of any Member (the "Departing Member"), the Company and remaining Members shall have the exclusive option to purchase the Departing Member's Membership Interest. The purchase price shall be determined by the most recent annual written valuation agreed to by all Members, or failing agreement within thirty (30) days, by an independent certified business appraiser (ASA or CPA/ABV). The buyout purchase price may be paid in full at closing or structured via a promissory note bearing commercially reasonable interest with equal installment payments over a term not to exceed sixty (60) months.

ARTICLE 6. DISPUTE RESOLUTION, DISSOLUTION & AMENDMENTS

6.1 Tiered Dispute Resolution & Deadlock Protocol: In the event of any deadlock, dispute, or claim arising out of or relating to this Agreement or company operations, the Members agree to submit the dispute to . If Members holding equal or conflicting voting blocks remain deadlocked on a material operational matter for thirty (30) consecutive days, the matter shall immediately be submitted to confidential mediation before resorting to binding arbitration under the rules of the American Arbitration Association (AAA), preventing judicial dissolution or operational paralysis. 6.2 Events of Dissolution & Order of Liquidation: The Company shall dissolve only upon: (a) the unanimous written consent of all Members; (b) the entry of a final judicial decree of dissolution pursuant to north-dakota law; or (c) an event of statutory dissolution uncurable under state law. Upon dissolution, company assets shall be liquidated and proceeds applied in the following strict statutory order of priority: (i) First, to satisfy all third-party debts, liabilities, and administrative expenses of liquidation; (ii) Second, to repay loans and advances made by Members to the Company; and (iii) Third, to distribute all remaining funds and assets to the Members in proportion to their positive capital account balances. 6.3 Amendments & Counterpart Execution: Any modification, amendment, or waiver of this Operating Agreement must be in writing and signed by Members holding the required supermajority or unanimous Percentage Interests. This Agreement may be executed in multiple counterparts, each of which shall constitute an original instrument. Electronic or digital signatures shall be legally valid and binding under the federal E-SIGN Act (15 U.S.C. § 7001) and applicable state Uniform Electronic Transactions Acts (UETA).

ARTICLE 7. GOVERNING LAW

7.1 Substantive Law: This Operating Agreement shall be construed, interpreted, and governed in accordance with the substantive laws of the State of north-dakota, without giving effect to conflict of laws principles.

SIGNATURES OF ALL MEMBERS & MANAGING PARTIES

IN WITNESS WHEREOF, the undersigned founding Members have executed and adopted this Operating Agreement effective as of the date first written above.

MEMBERS & AUTHORIZED SIGNATORIES: