Exhibit
10.48


 


OPERATING
AGREEMENT FOR MANAGEMENT OF


 


CarbonMeta
Green Building Materials, LLC


 


A
Wyoming Limited Liability Company


 


THIS
AGREEMENT, is made this 28th day of August, 2022 between CarbonMeta Green Building Materials, LLC, and the members (as hereinafter defined)
of said Limited Liability Company, for the purpose set forth herein:


 


RECITALS:


 


WHEREAS,
the Articles of Organization of CarbonMeta Green Building Materials, LLC permit the election/appointment/designation of manager(s)/Managing
Member(s) in accordance with Wyoming Law; and


 


WHEREAS,
CarbonMeta Green Building Materials, LLC and manager(s)/Managing Member(s) desire to set forth the terms and provisions of the management
of CarbonMeta Green Building Materials, LLC in accordance with Wyoming Law.


 


NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein, it is agreed as follows:


 


1.
CarbonMeta Green Building Materials, LLC retains the following named Managing Member(s) for this Limited Liability Company:


 


CarbonMeta
Technologies, Inc., a Delaware Corporation


 


Salvum
Corporation, a Wyoming Corporation


 


2.
The compensation terms for the services of the within Managing Member(s) are as follows: None until further approval and/or amendment
hereto.


 


3.
The Managing Member(s) shall perform the following:


 


(a)
Manage the day to day affairs of CarbonMeta Green Building Materials, LLC, subject to the restrictions limitations and instructions as
may be agreed upon by the Managing Members of CarbonMeta Green Building Materials, LLC.


 


(b)
Adopt, amended and/or repeal regulations of CarbonMeta Green Building Materials, LLC in accordance with Wyoming Law.


 


(c)
Enter into contracts and agreements, incur debt or exercise the powers of CarbonMeta Green Building Materials, LLC necessary for the
management of CarbonMeta Green Building Materials, LLC business, except as may be otherwise restricted or provided by agreement of the
members of CarbonMeta Green Building Materials, LLC. No single contract, agreement, or debt may be executed or incurred which obligates
CarbonMeta Green Building Materials, LLC for more than Five Thousand Dollars ($5,000.00) without more than fifty one percent (51%) consent
from all voting members.


 




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4.
The term of this agreement shall automatically renew at the annual meeting of members unless expressly terminated therein or the manager(s)/Managing
Member(s) resign, or are removed or otherwise cease serving as manager(s)/Managing Member(s) and successors thereto are appointed/elected
by the members in which case a new agreement shall be voted on and put into affect.


 


5.
The operation of CarbonMeta Green Building Materials, LLC will be conducted in accordance with the provisions of this agreement.


 


FURTHER
PROVISIONS REGARDING THE LIMITED LIABILITY COMPANY


 


I.
DEFINITIONS


 


For
purposes of this operating agreement, the following terms are defined as follows:


 


Section
1. Articles of Organization. As used throughout this operating agreement, this term is defined as the document creating CarbonMeta Green
Building Materials, LLC pursuant to Wyoming Law.


 


Section
2. Capital Account. As used throughout this operating agreement, this term is defined as the agreed value of the initial contributions,
increased by amounts subsequently contributed to capital and reduced by distributions as set forth in Wyoming Law.


 


Section
3. Limited Liability Company. As used throughout this operating agreement, this term is defined as the entity herein created in accordance
with Wyoming Law.


 


Section
4. Manager(s). As used throughout this operating agreement, this term is defined as the persons who are elected or appointed pursuant
to the Articles of Organization or by this operating agreement of CarbonMeta Green Building Materials, LLC to manage the affairs of this
entity pursuant to Wyoming Law.


 


The
Manager(s) are designated/appointed as follows:


 


Lloyd
T. Spencer, who shall represent the interests of and be indemnified by CarbonMeta Technologies, Inc., a Delaware Corporation, and Managing
Member


 


Robert
Switzer, who shall represent the interests of and be indemnified by Salvum Corporation, a Wyoming Corporation


 




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Section
5. Managing Member(s). As used throughout this operating agreement, this term is defined as the member(s) appointed or elected by the
members of CarbonMeta Green Building Materials, LLC to manage this entity as set forth in Wyoming Law. The Managing Member(s) are designated/appointed
as follows:


 


CarbonMeta
Technologies, Inc., a Washington Corporation


 


Salvum
Corporation, a Wyoming Corporation


 


Section
6. Relative Capital Account Vote. As used throughout this operating agreement, this term is defined as the vote of members of CarbonMeta
Green Building Materials, LLC, entitled to vote, who together hold relative capital accounts (as that term is defined under Wyoming Law
in excess of twenty-five per cent (25%) of the total the capital accounts of all members.


 


Section
7. Member(s). As used throughout this operating agreement, this term is defined as any person who has an equity interest in CarbonMeta
Green Building Materials, LLC represented by a capital account as set forth in Wyoming Law.


 


A.
The designated number of total membership units in CarbonMeta Green Building Materials, LLC shall be 1000.


 


B.
The member(s) and their “relative capital accounts” for purposes of this Agreement and all such other purposes of CarbonMeta
Green Building Materials, LLC, are defined as follows:


 


	Member	 	Units	 	Ownership/Capital
    Account
	 	 	 	 	 
	CarbonMeta
    Technologies, Inc., A	 	501	 	50.1%
    of Current
	A
    Washington Corporation	 	 	 	 
	 	 	 	 	 
	Salvum
    Corporation, A Wyoming Corporation	 	499	 	49.9%
    of Current


 


Section
8. Member’s Promise to Contribute. As used throughout this operating agreement, this term is defined as a promise by a member to
contribute to CarbonMeta Green Building Materials, LLC which is set forth in writing and signed by the said member, pursuant to Wyoming
Law.


 


Section
9. Operating Agreement. As used throughout this operating agreement, this term is defined as the written provisions set forth herein
which are adopted for the management and operating agreement of the affairs of CarbonMeta Green Building Materials, LLC and which set
forth the relationships of the members as set forth in Wyoming Law.


 


Section
10. Relative Capital Account. As used throughout this operating agreement, this term is defined with respect to a member, the ratio,
the numerator of which is the capital account of that member and the denominator of which is total of the capital account of all members
as set forth in Wyoming Law.


 




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II.
MEETINGS OF MEMBERS


 


Section
1. Annual Meeting. The annual membership meeting of CarbonMeta Green Building Materials, LLC will be held on the 1st day of December
of each year or at such other time and place as designated by the Managing Members(s) (or manager(s) as applicable) of CarbonMeta Green
Building Materials, LLC provided that if said day falls on a Sunday or legal holiday, then the meeting will be held on the first business
day thereafter. Business transacted at said meeting may include the election/appointment/designation of manager(s)/Managing Member(s)
of CarbonMeta Green Building Materials, LLC.


 


Section
2. Special Meetings. Special meetings of the member(s) will be held when directed by a member(s), manager(s) or Managing Member(s) provided
that said person(s) sign, date and deliver to CarbonMeta Green Building Materials, LLC’s Managing Member(s) (or manager(s) if applicable)
one or more written demands for the meeting describing the purposes(s) for which it is to be held. A meeting so requested will be called
for a date not less than 10 nor more than 60 days after the request is made, unless the member (or manager(s) or Managing Member(s))
requesting the meeting designates a later date. The call for the meeting will be made by the member(s), manager(s) or Managing Member(s)
initiating the request.


 


Section
3. Place. Meetings will be held at the principal place of business of CarbonMeta Green Building Materials, LLC or at such other place
as is designated by the members.


 


Section
4. Record Date and List of Members. The members of CarbonMeta Green Building Materials, LLC shall fix the record date; however, in no
event may a record date fixed by the members be a date prior to the date on which the resolution fixing the record date is adopted. After
fixing a record date for a meeting, the member(s) (manager(s) or Managing Member(s), if applicable) shall prepare an alphabetical list
of the names of all the CarbonMeta Green Building Materials, LLC’s members who are entitled to notice of a meeting, arranged by
name with the address and relative capital account of each member. Said list shall be available for inspection in accordance with Wyoming
Law.


 


Section
5. Notice. Written notice stating the place, day and hour of the meeting, and the purpose(s) for which said special meeting is called,
will be delivered not less than 10 nor more than 60 days before the meeting, either personally or by first class mail, by or at the direction
of Managing Member(s) (or manager(s) if applicable) calling the meeting to each member of record entitled to vote at such meeting. If
mailed, such notice will be deemed to be effective when deposited in the United States mail and addressed to the member at the member’s
address as it appears on the membership Ledger of CarbonMeta Green Building Materials, LLC, with postage thereon prepaid. CarbonMeta
Green Building Materials, LLC shall notify each member, entitled to a vote at the meeting, of the date, time and place of each annual
and special meeting no fewer than 10 or more than 60 days before the meeting date. Notice of a special meeting shall describe the purpose(s)
for which the meeting is called. A member may waive any notice required hereunder either before or after the date and time stated in
the notice; however, the waiver must be in writing, signed by the member entitled to the notice and be delivered to CarbonMeta Green
Building Materials, LLC for inclusion in the minutes of CarbonMeta Green Building Materials, LLC.


 




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Section
6. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, it will not be necessary to give any notice of
the adjourned meeting provided that the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment
is taken. At such an adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting.
If, however, a new record date for the adjourned meeting is made or is required, then, a notice of the adjourned meeting will be given
on the new record date as provided in this Article to each member of record entitled to notice of such meeting.


 


Section
7. Member Quorum and Voting. Members representing more than fifty-one percent (51%) of the relative capital accounts of CarbonMeta Green
Building Materials, LLC, represented in person or by proxy, will constitute a quorum at a meeting of members (A “Majority”
as used throughout this Agreement). If a quorum is present as herein defined, fifty-one percent (51%) of the Relative Capital Account
Vote represented at the meeting will be the act of the members unless otherwise provided by law. It is recognized that the members of
CarbonMeta Green Building Materials, LLC are entities or organizations that may be comprised of multiple principals and owners. In all
CarbonMeta Green Building Materials, LLC voting matters, each CarbonMeta Green Building Materials, LLC member shall have a single vote
in light of their Relative Capital Account, and the capital accounts, ownership percentages, and governing instruments of the respective
CarbonMeta Green Building Materials, LLC member entities or organizations shall be disregarded other than to confirm the manner in which
the single vote from that member was obtained.


 


Section
8. Voting by Members. All members of CarbonMeta Green Building Materials, LLC are entitled to vote on matters relating to CarbonMeta
Green Building Materials, LLC except to the extent otherwise provided in the Articles of Organization or in this Operating Agreement.
Each member’s vote shall be weighted in proportion to the member’s relative capital account; If the capital account of each
member is negative or zero, each member shall have one vote. Any manager who is not a member shall not be entitled to vote on matters
relating to CarbonMeta Green Building Materials, LLC, except to the extent otherwise provided in the Articles of Organization or in this
operating agreement.


 


Section
9. Proxies. A member may vote either in person or by proxy provided that any and all proxies are executed in writing by the member or
his duly authorized attorney-in-fact. No proxy will be valid after the duration of 11 months from the date thereof unless otherwise provided
in the proxy.


 


Section
10. Action by Members Without a Meeting. Any action required or permitted by law, this operating agreement, or the Articles of Organization
of CarbonMeta Green Building Materials, LLC to be taken at any annual or special meeting of members may be taken without a meeting, without
prior notice and without a vote, provided that the action is taken by the members according to the voting provisions of Sections 7, 8
and 9 above. The foregoing actions(s) shall be evidenced by written consents describing the action taken, dated and signed by members
according to the voting provisions of Sections 7, 8 and 9 above, and delivered to CarbonMeta Green Building Materials, LLC in accordance
with Wyoming Law. Within 10 days after obtaining such authorization by written consent, notice shall be given to those members who have
not consented in writing or who are not entitled to vote. Said notice shall fairly summarize the material features of the authorized
action.


 




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III.
MANAGEMENT


 


Section
1: Management of Limited Liability Company. Unless otherwise provided in the Articles of Organization or in this operating agreement,
the management of CarbonMeta Green Building Materials, LLC shall be vested in the members in proportion to the members’ contributions
to the capital of CarbonMeta Green Building Materials, LLC, as adjusted from time to time to properly reflect any additional contributions
or withdrawals by the members. If the Articles of Organization or this operating agreement provide for the management of CarbonMeta Green
Building Materials, LLC by a manager(s) or Managing Member(s), said manager(s) or Managing Member(s) shall be elected annually by the
members in the manner prescribed by this operating agreement. Such manager(s) or Managing Member(s) shall hold the offices and have responsibilities
accorded to them by the members and set out in the Articles of Organization or this operating agreement of CarbonMeta Green Building
Materials, LLC. The manager(s) or Managing Member(s) of CarbonMeta Green Building Materials, LLC shall discharge said person(s)’
duties, including duties as a committee member in accordance with Wyoming Law.


 


Section
2: Liability of Managers, Managing Members and Members. Neither the members of CarbonMeta Green Building Materials, LLC nor the managers
or Managing Members are liable under a judgment, decree or order of a court or in any other manner, for a debt, obligation or liability
of CarbonMeta Green Building Materials, LLC, except as provided in Wyoming Law. Notwithstanding the foregoing, the manager(s) and/or
Managing Member(s) of CarbonMeta Green Building Materials, LLC may be found liable to the extent set forth in Wyoming Law.


 


IV.
MANAGING MEMBER(S) OR MEMBER(S)


 


Section
1. Function. All limited liability company powers, business, and affairs will be exercised, managed and directed by CarbonMeta Green
Building Materials, LLC.


 


Section
2. Managing member(s) (or manager(s) if applicable), if a natural person, must be of 18 years of age or older but need not be residents
of this state. Managing member(s) must be member(s) of CarbonMeta Green Building Materials, LLC; however, if manager(s) are utilized,
manager(s) need not be member(s) of CarbonMeta Green Building Materials, LLC.


 


Section
3. Compensation. The member(s) will have authority to fix the compensation (if any) for the manager(s) and/or Managing Member(s) of CarbonMeta
Green Building Materials, LLC.


 




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Section
4. Number. If Managing Member(s) are used by CarbonMeta Green Building Materials, LLC, the number of Managing Member(s) will be as set
forth hereafter. If Managing Member(s) are used by CarbonMeta Green Building Materials, LLC, the number of Managing Member(s) will be
as set forth hereafter. Said number is a minimum of One (1) and a maximum of Four (4).


 


Section
5. Election and Term. Each person named in the Articles of Organization as a Managing Member(s) or manager(s) will hold office until
the first annual meeting of member, or until the earlier resignation, removal or death of said Managing Member(s) or manager(s). At the
first annual meeting of members and at each annual meeting thereafter, the members will elect Managing Member(s) (or manager(s), if applicable)
to serve until the next annual member meeting, prior resignation, removal or death.


 


Section
6. Vacancies. In the event of the death or permanent incapacity of a single Managing Member, the remaining Managing Member shall automatically
become the sole Managing Member. In the event of a vacancy occurring in the Managing Member(s) (or manager(s) if applicable) under other
circumstances including loss of both Managing Members or the resignation or termination of one or both Managing Members, the vacancies
will be filled by a Majority Relative Capital Account Vote. A Managing Member or manager so elected to fill a vacancy will hold office
only until the next annual meeting of members.


 


Section
7. Removal and Resignation of Managers. At a meeting of managers called expressly for that purpose, any Managing Member(s) (or manager(s)
if applicable) may be removed by a Majority Relative Capital Account Vote. Managing member(s) (or manager(s) if applicable) may resign
at any time by delivering written notice to the members of CarbonMeta Green Building Materials, LLC. Such a resignation is effective
when the notice is delivered unless a later effective date is specified in said notice.


 


V.
MEMBERSHIP CERTIFICATES


 


Section
1. Issuance. Every member in CarbonMeta Green Building Materials, LLC will be entitled to have a certificate representing said member’s
interest in the limited liability company. No certificate representing such membership will be issued until the respective member has
fully paid the initial capital contribution applicable for said member.


 


Section
2. Form. Certificates representing membership in CarbonMeta Green Building Materials, LLC will be signed by the Managing Member(s) (or
manager(s) if applicable) and will be sealed with the seal of CarbonMeta Green Building Materials, LLC.


 




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Section
3. Admission and Transferability of Membership. Unless otherwise provided in the Articles of Organization or in this operating agreement,
a member’s interest in CarbonMeta Green Building Materials, LLC is not assignable in whole or in part, unless a majority of the
non assigning members consent to this assignment. Thus, an assignee of an interest in a limited liability company may not become a member
unless all other members consent. As assignee who has become a member has, to the extent assigned, the rights and powers, and is subject
to the restrictions and liabilities, of a member under the Articles of Organization, this operating agreement and Wyoming Law. An assignee
who becomes a member also is liable for the obligations of his assignor to make and return contributions as provided under Wyoming Law;
however, the assignee is not obligated for liabilities which are unknown to the assignee at the time he became a member and which could
not be ascertained this operating agreement hereof. If an assignee of an interest in CarbonMeta Green Building Materials, LLC becomes
a member, the assignor is nor released from liability to the limited liability company under Wyoming Law. As assignment of a member’s
interest in CarbonMeta Green Building Materials, LLC does not dissolve the limited liability company or entitle the assignee to become
or to exercise any rights or powers of a member. An assignment entitles the assignees to share in the profits and losses of CarbonMeta
Green Building Materials, LLC, to receive such distribution(s) and to receive such allocation of income, gain, loss deduction or credit
or similar item to which the assignor was entitled, to the extent assigned. A member ceases to be a member and ceases to have the power(s)
to exercise of a member upon assignment of his entire interest in CarbonMeta Green Building Materials, LLC. If an individual member dies
or is adjudged incompetent to manage his person or his property by a court of competent jurisdiction, the member’s legal representative
may exercise all the member’s rights for the purpose of settling such member’s estate or administering such member’s
property, including any power the member had to give an assignee the right to become a member. If a non-individual member is dissolved
or terminated, the powers of that member may be exercised by its legal representative or successor. No person may be admitted as a member
unless each member consents in writing to the admission of the additional member, unless otherwise provided in the Articles of Organization
or in this operating agreement.


 


Section
4. Lost, Stolen, or Destroyed Certificates. If a member claims that a membership certificate issued and recorded by CarbonMeta Green
Building Materials, LLC has been lost or destroyed, a new certificate will be issued to said member, provided that said member presents
an affidavit claiming the said certificate to be lost, stolen or destroyed. At the discretion of the Managing Member(s) (or manager(s),
if applicable), said member may be required to deposit a bond or other indemnity in such amount and with such sureties, if any, as the
members may require.


 


VI.
BOOKS AND RECORDS


 


Section
1. Books and Records. CarbonMeta Green Building Materials, LLC shall keep as permanent records the following:


 


(a)
Current list of the full names and last known business addresses of all members;


 


(b)
Copy of the articles of organization and all certificates of amendments thereto, together with executed copies of any powers of attorney
pursuant to which any certificate was executed;


 


(c)
Copies of CarbonMeta Green Building Materials, LLC’s federal, state and local income tax returns and reports, if any, for the three
(3) most recent years;


 


(d)
Copies of any effective operating agreement and financial statements of CarbonMeta Green Building Materials, LLC for the three (3) most
recent years;


 




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(e)
Unless contained in the articles of organization or the operating agreement, a writing setting forth: (i) The amount of cash and a description
and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute;
(ii) The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made;
(iii) Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.


 


Section
2. Member’s Inspection Rights. A member of CarbonMeta Green Building Materials, LLC (including a beneficial owner whose interest
are held in a trust or a nominee on behalf of a beneficial owner) may inspect and copy, during regular business hours at CarbonMeta Green
Building Materials, LLC’s principal office, any of CarbonMeta Green Building Materials, LLC records required to be kept pursuant
to Section 1, of this Article of these operating agreement, if said member gives CarbonMeta Green Building Materials, LLC written notice
of such demand at least 5 business days before the date on which the member wishes to inspect and copy. The foregoing right of inspection
is subject however to such other restrictions as are applicable under Wyoming Law, including, but not limited to, the inspection of certain
records being permitted only if the demand for inspection is made in good faith and for a proper purpose (as well as the member describing
with reasonable particularity the purpose and records desired to be inspected and such records are directly connected with the purpose).


 


Section
3. Other Reports to Members. CarbonMeta Green Building Materials, LLC shall report any indemnification or advanced expenses to any Managing
Member, manager, employee, or agent (for indemnification relating to litigation or threatened litigation) in writing to the members with
or before the notice of the next members’ meeting, or prior to such meeting if the indemnification or advance occurs after the
giving of such notice but prior to the time such meeting is held, which report shall include a statement specifying the persons paid,
the amounts paid, and the nature and status, at the time of such payment, of the litigation or threatened litigation.


 


VII.
CONTRIBUTIONS


 


Section
1. Contributions by Members. The schedule of cash or property or services rendered contributions at inception of CarbonMeta Green Building
Materials, LLC is attached hereto as Exhibit “A” and incorporated herein by this reference. The contribution of a member
may be in cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to perform services
as set forth in Wyoming Law. A member is obligated to CarbonMeta Green Building Materials, LLC to perform any enforceable promise to
contribute cash or property or services, even if he is unable to perform because of his death, disability or any other reason. If a member
does not make the required contribution of property or services, he is obligated at the option of CarbonMeta Green Building Materials,
LLC to contribute cash equal to that portion of the value, as stated in the records of CarbonMeta Green Building Materials, LLC of the
stated contribution that have not been made. The obligation of a member to make a contribution or return money or other property paid
or distributed in violation of these operating agreements or of Wyoming Law, may be compromised only by consent of all the members.


 




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Section
2. Failure to Make Contributions. Any member who fails to make any contribution which said member is obligated to make shall be subject
to the following penalties or consequences as may be determined by the non-defaulting members:


 


(a)
The defaulting member’s proportionate interest in CarbonMeta Green Building Materials, LLC may be reduced;


 


(b)
The defaulting member’s interest may be subordinated to the interest(s) of the non-defaulting members;


 


(c)
The defaulting member’s interest may be subjected to forced sale;


 


(d)
The defaulting member’s interest may be forfeited;


 


(e)
The loan by the non-defaulting members to the defaulting member of the amount necessary to meet the defaulting member’s commitment
on such terms as may be reasonable and proper;


 


(f)
The fixing of the value of the defaulting member’s interest in CarbonMeta Green Building Materials, LLC by appraisal or by formula
and redemption or sale of such interest at such value; and/or


 


(g)
Such other penalties and/or consequences as may be determined to be fair and reasonable, under the circumstances.


 


VIII.
DISTRIBUTIONS


 


CarbonMeta
Green Building Materials, LLC may from time to time distribute its property to its members in accordance with this operating agreement,
except that no distribution may be made if after the distribution CarbonMeta Green Building Materials, LLC would not be able to pay its
debts as they become due in the usual course of business, or CarbonMeta Green Building Materials, LLC’s total assets would be less
than the sum of its total liabilities (except liabilities to members on account of their contributions, unless otherwise provided in
the Articles of Organization). The distributions, when made, must be allocated on the basis of each member’s relative capital account.
The Managing Member(s) (or manager(s) if applicable) may base a determination that a distribution is proper either on financial statements
prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other
method that is reasonable in the circumstances. In the case of any distribution based upon such valuation, each such distribution shall
be identified as a distribution based upon a current valuation of assets, and the amount distributed shall be disclosed to the receiving
members concurrent with their receipt of the distribution.


 




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IX.
SHARING OF PROFITS AND LOSSES


 


The
profits and losses of CarbonMeta Green Building Materials, LLC shall be allocated among the members on the basis of each member’s
relative capital accounts.


 


X.
WITHDRAWAL/REDUCTION OF CAPITAL. CONTRIBUTIONS


 


A
member may withdraw from CarbonMeta Green Building Materials, LLC upon not less than six (6) months’ prior written notice on each
non-withdrawing member at the records for each such non withdrawing member appearing on CarbonMeta Green Building Materials, LLC’s
records. Upon withdrawal, a withdrawing member is entitled to receive any distribution to which he is entitled under the Articles of
Organization and the within operating agreement hereunder. At the minimum, the withdrawing member is entitled to receive the balance
of such member’s capital account within a reasonable time after withdrawal; however, such a withdrawing member may not receive
a distribution from CarbonMeta Green Building Materials, LLC to the extent that after giving effect to the distribution, all liabilities
of CarbonMeta Green Building Materials, LLC (other than liabilities to members on account of their ownership interests) exceed the value
of CarbonMeta Green Building Materials, LLC’s assets. Irrespective of the nature of a member’s contribution, a member has
only the right to demand and receive cash in return for such member’s contribution to capital. If a member receives the return
of any part of such member’s contribution, such member is subject to potential liability for and in the amount set forth in Wyoming
Law.


 


XI.
LIMITED LIABILITY COMPANY SEAL


 


The
manager(s)/Managing Member(s) will provide a limited liability company seal which will be in circular form embossing in nature and stating
“Limited Liability Company Seal”, “Wyoming”, year of organization and name of CarbonMeta Green Building Materials,
LLC.


 


XII.
ADOPTION, ALTERATION, AND REPEAL OF OPERATING AGREEMENT


 


The
power to adopt, alter, or repeal provisions of this operating agreement of CarbonMeta Green Building Materials, LLC shall be vested in
the members of the company (unless vested in the manager(s) or in the Managing Member(s) by the Articles of Organization). The provisions
of this operating agreement adopted by the members (or manager(s)/Managing Member(s) if applicable) may be repealed or altered; new provisions
of this operating agreement may be adopted; and the members may prescribe in any regulations that such operating agreement may not be
altered, amended or repealed by the manager(s)/Managing Member(s). The operating agreement may contain any provisions for the provisions
of this operating agreement and management of the affairs of CarbonMeta Green Building Materials, LLC which are consistent with law and
the Articles of Organization. If the management of CarbonMeta Green Building Materials, LLC is vested in a manager(s) or Managing Member(s),
the manager(s) (or Managing Member(s) if applicable) may adopt provisions of this operating agreements to be effective only in an emergency.
An emergency exists if CarbonMeta Green Building Materials, LLC’s manager(s) (or Managing Member(s) if applicable) cannot readily
be assembled because of some catastrophic event. The emergency provisions of this operating agreement, which are subject to amendment
or repeal by the members, may make all provisions necessary for managing CarbonMeta Green Building Materials, LLC during an emergency,
including procedures for calling a meeting of the manager(s) (or Managing Member(s) if applicable) and designation of additional or substitute
manager(s) (or Managing Member(s) if applicable). All provisions of the regular operating agreement consistent with the emergency provisions
of this operating agreement remain effective during the emergency. The emergency provisions of this operating agreement are not effective
after the emergency ends. Actions taken by CarbonMeta Green Building Materials, LLC in good faith in accordance with the emergency operating
agreement have the effect of binding the company and may not be used to impose liability on a manager(s), Managing Member(s) (if applicable),
employee, or agent(s) of the company. The members agree to the jurisdiction of the United States
Central District Court of Wyoming for any and all disputes between the parties, and agree to mediate with a mutually agreed upon third
party neutral retired judge mediator of mutual choice from said jurisdiction prior to commencing any case in court for any remedy in
law or equity.


 


IN
WITNESS WHEREOF, the parties have exacted this agreement on the year and date above written.


 


Manager(s)/Managing
Member(s)/Member(s) of CarbonMeta Green Building Materials, LLC:


 


	 	CarbonMeta
    Technologies, Inc.
	 	 	 
	 	 	 
	 	By:	Lloyd
    Spencer, President
	 	 	Salvum
    Corporation
	 	 	 
	 	 	 
	 	By:	Robert
    Switzer, President


 




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Exhibit
A - Schedule of Capital Contributions at Inception


 


	Name	 	Cash	 	 	Property	 	 	Note/Debt	 	 	Other
	 	 	 	 	 	 	 	 	 	 	 	 
	CarbonMeta
    Technologies, Inc.	 	$	0	 	 	 	250,000,000	 	 	 	0	 	 	 
	 	 	 	 	 	 	 	Shares
                                            of COWI Common Stock	 	 	 	 	 	 	 
	 	 	 	 	 	 	 		 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Assign License for Ecomena
    Cementless Comcrete to J.V.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Salvum Corporation	 	$	0	 	 	 	0	 	 	 	0	 	 	Existing EarthCrete Sales
    Pipeline and Customer List
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Earthcrete Sales Revenue
    (Attachment A-1)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	License to use Earthcrete
    Trademark Worldwide



 




    	12
	CarbonMeta Green Building Materials, LLC – Operating Agreement



    	 



    

 


Attachment
A-1


(Sales
Revenue – Earthcrete)


 


Total
Revenue: $701,030


(3186.5
Cubic Yards x $220 Per Yard)


 





 




    	13
	CarbonMeta Green Building Materials, LLC – Operating Agreement