For Apple	 	 
	Enrollment ID TN6R5WSE9Y	 	 
	Phone numbers:	 	 
	1-650-248-2431	OPERATING AGREEMENT FOR MANAGER-MANAGED	 
	1-734-657-4910	 	 
	 	Rotvig Labs, LLC	 


 


INTRODUCTION  


The undersigned are all of the Members of Rotvig
Labs, 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 Rotvig Labs, LLC                     
. The business of the Company may be conducted under such trade or fictitious names as the Managers may determine.


 


ARTICLE II. – OFFICES AND REGISTERED AGENT 


2.1 Principal Office: The principal office of the Company
is located at 427 N. Tatnall St #61508 Wilmington, DE 19801-2230                                                     
. The Company may have other offices, inside or outside the State of Delaware                         
the Managers may designate.


 


2.2 Registered Office: The registered office of the Company
in the State of Delaware                 
is located at 427 N. Tatnall St #61508 Wilmington,
DE 19801-2230                    
,                                          .
The registered agent of the Company for service of process at that address is 108
West 13th St Wilmington, Delaware 19801                
.


 


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 initial Member, their capital
contributions, and percentage interests are as follows:


 


	Name	 	Capital Contribution	 	Percentage Interest
	Zachary Kuznia	 	$100	 	50%
	 	 	 	 	 
	Andover Fund, LLC	 	$25,000	 	50%
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


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


 


4.3 Withdrawing: A Member may withdraw from the Company
upon six months written notice to each remaining Member.


 



    	 



    	 



    

 


ARTICLE V. – MEMBERS’ CAPITAL ACCOUNTS  


5.1 Capital Accounts: The Company will maintain a separate
capital account for each Member. Each Member’s capital account will reflect the Member’s capital contributions and
increases for the Member’s share of any net income or gain of the Company. Each Member’s capital account will also
reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.


 


		a)	Each Member’s capital account will be increased by: 1) the amount of money or the fair market value of property contributed
by the Member to the Company (net of any liabilities secured by such contributed property that the Company is considered to assume
or take subject to), 2) the amount of any Company liabilities assumed by the Member, and 3) allocations to the Member of profit,
income, or gain.



 


		b)	Each Member’s capital account will be decreased by: 1) the amount of money and the fair market value of property distributed
to the Member by the Company (net of any liabilities secured by such contributed property that the Company is considered to assume
or take subject to), and 2) allocations to the Member of losses, deductions, and expenses.



 


		c)	In the event of a permitted sale or exchange of an interest in the Company, the capital account of the transferor will become
the capital account of the transferee.



 


		d)	The manner in which capital accounts are to be maintained pursuant to this Operating Agreement is intended to comply with the
requirements of the Internal Revenue Code Sec. 704(b) and the regulations thereunder. It is the specific intent of the Members
that all adjustments as may be required pursuant to Sec. 704(b), and any restrictions thereunder, be made, so as to cause the allocations
prescribed hereunder to be respected for tax purposes.



 


5.2 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 on a matter will be required.



 


		b)	The consent of all Members will be required to approve the following: 1) the dissolution of the Company, 2) the merger of the
Company, 3) the conversion of the Company, 4) the authorization or ratification of acts that would otherwise violate the duty of
loyalty, 5) an amendment to the Articles of Organization, 6) the sale, exchange, lease, or transfer of all or substantially all
of the assets of the Company other than in the ordinary course of business, 7) the compromise of an obligation to make a contribution,
8) the making of interim distributions, 9) the admission of a new Member, 10) the use of the Company’s property to redeem
an interest subject to a charging order, 11) an amendment to the Operating Agreement.



 


8.2 Annual Meetings of Members: An annual meeting of Members
for the transaction of such business as may properly come before the meeting, will be on Feb        ,
1                          ,
2011           ,
at such place and time as the Managers will determine.


 


8.3 Special Meetings of Members: Special meetings of Members
for any proper purpose may be called at any time by the Managers or by 2             
of Members, or the holders of at least 95         
% of the interest of all Members.


 


8.4 Notice of Meetings: The Company will deliver notice
stating the date, time, place, and purposes of any meeting to each Member entitled to vote at the meeting. Notice will be given
not less than 7        
nor more than 30       
days before the date of that meeting.


 


8.5 Meeting Participation: A Member may participate and
vote at any meeting via telephone conference call or similar equipment.


 


8.6 Unanimous Written Consent: Any
action required or permitted to be taken at an annual or special meeting of the Members may be taken without a meeting if consent
in writing, setting forth the action so taken, is signed by all the Members entitled to vote at the meeting.


 


8.7 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.


 


ARTICLE IX – MANAGEMENT OF THE COMPANY 


9.1 Management: The Company will be managed by 1       
 Managers. The number of Managers may be increased or decreased by amendment to this Operating Agreement, but no decrease
will have the effect of shortening the term of any Manager.


 



    	 



    	 



    

 


		a)	The initial Managers will be: Zachary
Kuznia                     
,                                    ,
____________________, and                                                        .
The initial Managers will hold office until the first annual meeting of Members and until their successors have been elected and
qualified.



 


		b)	Each Manager will receive $0                         as
compensation for serving as Manager.



 


		c)	Subject to the delegation of rights and powers provided for herein, the Managers 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. No Member, by reason of his or her status as such, will have any authority to act for or bind the
Company.



 


		d)	The Managers may appoint a President, Vice President, Treasurer, or Secretary, or such other Officers as they may deem necessary
or appropriate.



 


		e)	The Managers 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 Managers
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.



 


		f)	Any Manager, Officer, or other person specifically authorized by the Managers, 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                    
..



 


9.2 Vacancies: Manager vacancies will be filled by a vote
of a majority of the remaining Managers, or if there are none, by a vote of a majority of interest of the Members.


 


9.3 Terms: Managers will serve until they resign, die, become
incapacitate, or are removed. Managers may be removed with or without cause by a vote of a majority of interest of the Members.


 


9.4 Resignation: A Manager may resign at any time by giving
notice to the remaining Managers.


 


ARTICLE X. – VOTING; MANAGERS MEETINGS 


10.1 Voting: 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 of the Managers present
at a meeting at which a quorum is present will be the act of the Managers.


 


10.2 Annual Meeting of Managers: Regular meetings of Managers
may be held at such time and at such place as the Managers designate. Special meetings of Managers may be called at the request
of any Manager.


 


10.3 Quorum: A majority of the number of Managers will constitute
a quorum for the transaction of business at a meeting of Managers.


 


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


 



    	 



    	 



    

 


10.5 Meeting Participation: A Manager may participate and
vote at any meeting via telephone conference call or similar equipment.


 


ARTICLE XI. – STANDARD OF CONDUCT; INDEMNIFICATION


11.1 Conduct: A Manager owes the Company and its Members
a duty of loyalty and a duty of care. The duty of loyalty is limited to 1) accounting to the Company and holding as trustee for
it, and property, profit, or benefit derived by the Manager 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 Manager will discharge his or her duties consistently with the obligation of good
faith and fair dealing.


 


11.2 Indemnification: Except as otherwise provided in this
Article, the Company will indemnify any Manager 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 Manager, 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 for above in this Article.


 


		a)	To the extent that a Manager, 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 Managers who are not parties or threatened to be made parties to the action, suit, or proceeding.



 


		b)	No indemnification will be provided to any Manager, 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 


12.1 Duration: The Company will continue in existence until
dissolved pursuant to this Article or the LLC laws of the State of Delaware                 .


 


12.2. 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 under the LLC laws of the State of Delaware                  .


 



    	 



    	 



    

 


12.3 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 possible. 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 


13.1 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.


 


13.2 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 effect
the other provisions, and this Operating Agreement will be construed as if such invalid or illegal provisions were omitted.


 


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


 


13.4 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 Rotvig
Labs, LLC                       
evidence their adoption and ratification of the foregoing Operating Agreement of the LLC.


 


	Dated:	1/28/2011 	 	 
	 	 	 	 
	/s/ Zachary Kuznia	 	 
	Member	Zachary Kuznia	 	 
	 	 	 	 
	/s/ Benjamin Lewis	 	 
	Member	Andover Fund, LLC	 	 
	 	 	 	 
	 	Ben Lewis signing on behalf	 	 
	Member	of Andover Fund, LLC	 	 
	 	 	 	 
	 	 	 
	Member