Operating Agreement

OF

Acme Ventures Llc

A Delaware Limited Liability Company

This Operating Agreement ("Agreement") of Acme Ventures LLC (the "Company") is entered into and effective as of April 6, 2026 (the "Effective Date"), by and among the Members identified below.

1. Formation

1.1 The Company was formed as a Limited Liability Company under the laws of the State of Delaware by filing Articles of Organization with the Delaware Secretary of State.

1.2 The rights and obligations of the Members shall be governed by this Agreement, the Articles of Organization, and the laws of the State of Delaware.

1.3 This Agreement supersedes any prior agreements among the Members with respect to the Company.

2. Name and Principal Office

2.1 The name of the Company is: Acme Ventures LLC

2.2 The principal office of the Company shall be located at a place determined by the Members from time to time.

2.3 The Company may maintain offices and places of business at such other locations as the Members may determine.

3. Purpose

3.1 The purpose of the Company is to engage in any lawful business activity permitted under the laws of the State of Delaware.

3.2 The Company shall have all powers necessary or convenient to carry out its purposes, including the power to own, lease, and dispose of property, enter into contracts, borrow money, and engage in any lawful activity.

4. Members and Capital Contributions

4.1 The Members of the Company, their respective ownership interests, and initial capital contributions are as follows:

1. John Doe — 60% ownership interest — $60,000 initial capital contribution

2. Jane Smith — 40% ownership interest — $40,000 initial capital contribution

4.2 Total Initial Capital: $100,000

4.3 No Member shall be required to make additional capital contributions without the unanimous written consent of all Members.

4.4 No Member shall be entitled to withdraw any portion of their capital contribution without the unanimous written consent of all Members.

4.5 No interest shall be paid on capital contributions.

5. Management

5.1 The Company shall be member-managed. All Members shall have the right to participate in the management and conduct of the Company's business. Decisions shall be made by majority vote of the Members based on their respective ownership interests, except as otherwise provided herein.

5.2 The following actions shall require the unanimous consent of all Members:

(a) Admission of new Members;

(b) Amendment of this Agreement;

(c) Sale of all or substantially all of the Company's assets;

(d) Merger or consolidation of the Company;

(e) Dissolution of the Company;

(f) Incurrence of debt in excess of $50,000;

(g) Entering into contracts with a value exceeding $25,000.

5.3 Meetings of the Members shall be held at least annually. Special meetings may be called by any Member upon ten (10) days' written notice.

6. Distributions

6.1 Distributions of available cash shall be made to the Members in proportion to their respective ownership interests at such times and in such amounts as determined by the Members.

6.2 "Available cash" means all cash received by the Company, less amounts required for operating expenses, debt service, capital expenditures, and reasonable reserves.

6.3 No distribution shall be made if it would violate the laws of the State of Delaware or render the Company unable to meet its obligations.

7. Transfer Restrictions

7.1 No Member may sell, assign, transfer, pledge, or otherwise dispose of all or any portion of their membership interest in the Company without the prior written consent of all other Members.

7.2 Right of First Refusal. If a Member desires to transfer their interest, the remaining Members shall have the right of first refusal to purchase such interest on the same terms and conditions offered by the proposed transferee.

7.3 The right of first refusal must be exercised within thirty (30) days of receipt of written notice of the proposed transfer.

8. Dissolution

8.1 The Company shall be dissolved upon the occurrence of any of the following events:

(a) The unanimous written consent of all Members;

(b) The sale or disposition of all or substantially all Company assets;

(c) A judicial decree of dissolution;

(d) Any event that makes it unlawful to continue the Company's business.

8.2 Upon dissolution, the Company's assets shall be liquidated and distributed in the following order:

(a) Payment of debts and liabilities to creditors;

(b) Setting up of reserves for contingent liabilities;

(c) Return of capital contributions to Members;

(d) Distribution of remaining assets to Members in proportion to their ownership interests.

9. Fiscal Year and Accounting

9.1 The fiscal year of the Company shall end on December 31 of each year.

9.2 The Company shall maintain accurate books and records, which shall be available for inspection by any Member at reasonable times.

9.3 The Company shall prepare and distribute to each Member, within ninety (90) days after the end of each fiscal year, a report setting forth the Company's financial condition.

10. Amendments

10.1 This Agreement may be amended only by the unanimous written consent of all Members.

11. Governing Law

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

11.2 Any disputes arising under this Agreement shall be resolved through mediation, and if unsuccessful, through binding arbitration in Delaware.

12. Miscellaneous

12.1 Severability. If any provision is held invalid, the remaining provisions shall remain in effect.

12.2 Entire Agreement. This Agreement constitutes the entire agreement among the Members.

12.3 Notices. All notices shall be in writing and delivered personally, by certified mail, or by email to the addresses on file.

12.4 Indemnification. The Company shall indemnify each Member against any losses incurred by reason of being a Member, except for losses resulting from willful misconduct or gross negligence.

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the Effective Date.

Member:

Signature: ___________________________

Name: John Doe

Date: ___________________________

Member:

Signature: ___________________________

Name: Jane Smith

Date: ___________________________