OPERATING AGREEMENT
FOR MEMBER-MANAGED Byte Factory LLC 


 


INTRODUCTION


The undersigned are all
of the Members of Byte Factory LLC, a Limited Liability Company formed under the laws of the State of Delaware. The undersigned
hereby adopt the following Operating Agreement pursuant to the LLC laws of the State of Delaware, and do hereby certify and agree
as follows:


 


ARTICLE I
– NAME


1.1 Name of Business; The
name of the Company is Byte Factory LLC. The business of the Company may be conducted
under such trade or fictitious names as the Members may determine.


 


ARTICLE II. – OFFICES
AND REGISTERED AGENT


2.1 Principal
Office: The principal office of the Company is located at New York, NY.


2.2 Registered
Office: The registered office of the Company in the State of Delaware is the address of the Registered Agent Service of Bizfilings.


 


ARTICLE III. – BUSINESS
PURPOSE


3.1 Business Purpose: The
purpose of the Company is to engage in any lawful business that may be engaged in by a limited liability company organized under
the LLC laws of the State of Delaware.


 


ARTICLE IV. – MEMBERS


4.1
Members; The names of each Member, their capital contributions, and percentage interests are as follows:


 


Virk Investments 1, LLC
- $100,000, 3.2624% interest 


Brian Barker - $10,000,
0.3262% interest 


Muhammad Raza Shaikh -
$5,000, 0.1632% interest


North Bay Solutions, LLC
- Discounted current service rates by 35%, until $100,000 in discounts has been used up, 3.2624% interest


And over Fund LLC - 6.5%
interest, for contributing Andover Fund’s 33% membership interest in Tumbleweed Technologies LLC


 


Youtopia Tech LLC will
get a 86.4858% membership interest in Byte Factory LLC. It has contributed all its assets (such as the Facebook and Myspace Games
Dog Wars, Cat Wars, and Stoned Cows; the unfinished Facebook game Final Conquest;
and its 67% membership interests in Tumbleweed Technologies LLC). The initial capital account for Youtopia Tech LLC (i.e. value
of all contributed assets) will be $2,650,998.


 


Since 100% of interests
in Tumbleweed Technologies LLC are contributed to Byte Factory LLC, upon execution of this revised operating agreement, all the
assets (IP) of Tumbleweed Technologies LLC shall be transferred to Byte Factory LLC, and the entity Tumbleweed Technologies LLC
shall be wound down. Tumbleweed Technologies LLC’s bank account shall be closed and any remaining funds shall be transferred
to Byte Factory LLC’s bank account. Tumbleweed Technologies LLC’s business shall be continued under the Byte Factory
LLC name / entity.


 


4.2 Additional
Members: Additional Members may be admitted upon the consent of all Members.


 


4.3 Withdrawing: A Member
may not withdraw from the Company.


 


ARTICLE V. – FISCAL
YEAR


5.1
Fiscal Year: The fiscal year of the Company will be a calendar year. The books and records of the Company will be maintained in
accordance with generally accepted accounting principles and Sec. 704(b) of the Internal Revenue Code and the regulations thereunder.


 



    	 



    	 



    

 


ARTICLE
VI. – ALLOCATIONS AND DISTRIBUTIONS


6.1 Allocations and Distributions:
All Items of Company income, gain, loss, deduction, credit, or the like will be allocated among the Members in accordance with
their respective percentage interests.


6.2 Distributions of Cash
or Assets: Distributions of cash or other assets may be made to the Members from time to time. All distributions will be made to
the Members in accordance with their respective percentage interests.


 


ARTICLE VII. – ASSIGNMENT
OF MEMBERSHIP INTERESTS


7.1 Assignment of Membership
Interests: A Member may assign his or her membership interest in the Company in whole or in part. The assignment of a membership
interest does not in and of itself entitle the assignee to become a Member. The assignee is only entitled to receive, to the extent
assigned, the distributions the assigning Member would otherwise be entitled to, and the assignee will only become an assignee
of a membership interest and not a substitute Member.


7.2 Substitute Members:
An assignee of a membership interest will be admitted as a substitute Member and will be entitled to all the rights and powers
of the assignee only if the other Members unanimously consent. If admitted, the substitute Member has, to the extent assigned,
all of the rights and powers, and is subject to all of the restrictions and liabilities of a Member.


 


ARTICLE
VIII. – VOTING; MEMBERS MEETINGS


8.1 Voting: Except to the
extent provided to the contrary in this Operating Agreement, all Members will be entitled to vote on any matter submitted to a
vote of the Members.


a) Unless a greater vote
is required by the LLC laws of the State of Delaware the Articles of Organization, or this Operating Agreement, the affirmative
vote or consent of a majority in interest of the Members present at meeting at which a quorum is present will be the act of the
Members.


b) The consent of all Members
will be required to approve the following; 1) the dissolution of the Company, 2) the authorization or ratification of acts that
would otherwise violate the duty of loyalty, 3) an amendment to the Articles of Organization, 4) the compromise of an obligation
to make a contribution, 5) the making of interim distributions, 6) the admission of a new Member, 7) the use of the Company’s
property to redeem an interest subject to a charging order, 8) an amendment to the Operating Agreement.


c)
The consent of a majority in interest is sufficient to approve the following: 1) the merger of the Company; 2) the conversion
of the Company, 3) the safe, exchange, lease, or other transfer of all or substantially
all of the assets of the Company other than in the ordinary course of business. If the Company or its assets are to be sold based
on the consent of the majority in interest which results in proceeds to a minority interest which are less than their initial
cash contribution, then those members should first receive back an amount equal to their cash contribution before proceeds are
distributed to other members.


8.2 Annual Meetings of
Members: Annual meetings of Members may be held at such time and at such place as the Members designate. Special meetings of Members
may be called at the request of any Member.


8.4 Quorum: A majority
in interest, represented in person or by proxy, will constitute a quorum for the transaction of business at a meeting of Members.


8.5 Unanimous Written Consent:
Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, if consents in writing,
setting forth the action taken, are signed by all Members entitled to vote at the meeting.


8.6 Voting by Proxy: A
Member may appoint a proxy to vote or otherwise act for the Member by signing an appointment instrument either personally or by
the Member’s attorney-in-fact.


8.7 Meeting Participation:
A Member may participate in a meeting by means of telephone conference or similar equipment.


 



    	 



    	 



    

 


ARTICLE IX – BOARD OF
DIRECTORS


Byte Factory LLC does not
currently have a board of directors. In the event that a Board of Directors is formed, the seats shall be as follows:


 


Joshua Liptzin 


Timo Burkard 


Andrew Vurlumis 


Brian Barker/Rizwan Virk



Andover Fund LLC


 


ARTICLE X. – MANAGEMENT
OF THE COMPANY


9.1 Management: The Company
will be managed by all of its Members.


a) Subject to the delegation
of rights and powers provided for herein, the Members will have the sole right to manage the business of the Company and will have
all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company.


b) The Members may appoint
a President, Treasurer, Secretary, or such other Officers as they may deem necessary or appropriate.


c) The Members may appoint,
employ, or otherwise contract with other persons or entities for the transaction of business of the Company or the performance
of services for or on behalf of the Company as they may deem necessary or appropriate. The Members may delegate to any Officer
of the Company or to any other person or entity such authority to act on behalf of the Company as they may deem appropriate.


d) Any Member, Officer,
or other person specifically authorized by the Members may execute any contract or other agreement or document on behalf of the
Company and may execute and file on behalf of the Company with the secretary of state any document required or permitted to be
filed under the LLC laws of the State of Delaware.


 


ARTICLE XI. –
STANDARD OF CONDUCT; INDEMNIFICATION


10.1 Conduct: A Member
owes the Company and its other
members a duty of loyalty and a duty of care. The duty of loyalty is limited is to: 1) accounting to the Company and holding as
trustee for it, any property, profit, or benefit derived by the Member in the conduct or winding up of the Company’s business,
2) refraining from dealing with the Company as or on behalf of a party having an interest adverse to the Company, and 3) refraining
from competing with the Company, The duty of care is limited to refraining from engaging in grossly negligent or reckless conduct,
intentional misconduct, or a knowing violation of law. A Member will discharge his or her duties consistently with the obligation
of good faith and fair dealing.


10.2 Indemnification:
Except as otherwise provided in this Article, the Company will indemnify any Member and may indemnify any employee or agent of
the Company who was or is a party or is threatened to be made a party to any action, suit or proceeding, other than an action
by or in the right of the Company, by reason of the fact that such person is or was a Member, employee or agent of the Company
against expenses, including attorney’s fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or proceeding, if
the person met the standard of conduct set forth above in this Article.


a) To the extent that
a Member, employee, or agent of the Company has been successful on the merits or otherwise in defense of an action, suit, or proceeding,
such person will be indemnified against actual and reasonable expenses, including attorney’s fees, incurred by such person
in connection with the action, suit, or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification
provided herein. Any indemnification permitted under this Article, unless ordered by a court, will be made by the Company only
as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the
person to be indemnified has met the applicable standard of conduct. That determination will be made by a majority vote of the
Members who are not parties or threatened to be made parties to the action, suit, or proceeding.


 



    	 



    	 



    

 


b) No indemnification will
be provided to any Member, employee, or agent of the Company for or in connection with the receipt of a financial benefit to which
such person is not entitled, voting for or assenting to a distribution to Members in violation of this Operating Agreement or the
Act, or a knowing violation of law.


 


ARTICLE XII. – DURATION;
DISSOLUTION


11.1
Duration: The Company will continue in existence until dissolved pursuant to the LLC laws of the State of Delaware.


11.2 Dissolution: The Company
will be dissolved and have its affairs wound up and terminated upon the determination of all of the Members to dissolve the company,
or upon the occurrence of any other event causing a dissolution of the Company pursuant to the LLC laws of the State of Delaware.


 


11.3 Winding Up: Upon dissolution,
the Company will cease carrying on its business and affairs and will commence the winding up of the Company’s business and
affairs and complete the winding up as soon as practicable. Upon the winding up of the Company, the assets of the Company will
be distributed first to creditors to the extent permitted by law in satisfaction of the Company’s debts, liabilities, and
obligations, and second to Members and former Members in satisfaction of liabilities for distributions and in accordance with their
percentage interests.


 


ARTICLE XIII. – MISCELLANEOUS
PROVISIONS


12.1 Entire Agreement:
This Operating Agreement embodies the entire agreement and understanding among the Members with respect to the subject matter within.
This Operating Agreement supersedes any and all other agreements, either oral or written, among the Members with respect to the
subject matter within.


12.2 Severance: Every
provision of this Operating Agreement is intended to be severable. The invalidity or illegality of any particular provision of
this Operating Agreement will not affect the other provisions, and this Operating Agreement will be construed in all respects
as if such invalid or illegal provisions
were omitted.


12.3 Amendments and Revocations:
This Operating Agreement may be amended or revoked at any time by the written consent of all of the Members.


12.4 State Law; This Operating
Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Delaware.


 


THE UNDERSIGNED, being
all of the Members of evidence their adoption and ratification of the foregoing Operating Agreement of the LLC.


 


	Dated:	 	 


 


	 	 
	Josh Liptzin for Youtopia Tech LLC	 


 


	Dated:	 	 





	 	 
	Brian Barker for North Bay Solutions, LLC	 


 



    	 



    	 



    

 


	Dated:	9/12/2011	 


 


	/s/ Riz
    Virk 	 
	Riz Virk for Virk Investments I, LLC	 


 


	Dated:	 	 


 


	 	 	 
	Brian Barker	 	 


 


	Dated:	 	 


 


	 	 
	Muhammad Raza Shaikh	 





	Dated:	 	 


 


	/s/ Craig dos Santos	 
	Craig dos Santos for Andover Fund, LLC