Operating Agreement

Operating Agreement for Top View Analytics, LLC

1. Formation

This Limited Liability Company Operating Agreement ("Agreement") is entered into on [Date] by and between Louis Lucarelli, the sole member, hereinafter referred to as the "Member," and Top View Analytics, LLC, hereinafter referred to as the "Company," organized under the laws of the State of Washington.

2. Name and Principal Place of Business

The name of the Company is "Top View Analytics, LLC." The principal place of business is located at 10621 129TH PL NE, Kirkland, WA, 98033.

3. Purpose

The Company's purpose is to engage in the development, sale, and distribution of Software as a Service (SAAS) solutions.

4. Management

The Member shall manage the Company's day-to-day operations and decisions related to the Company's business activities. The Member has full authority to make all decisions on behalf of the Company.

5. Capital Contributions

The Member has contributed initial capital to the Company as follows: [Specify the amount and form of the contribution]. Additional capital contributions may be made by the Member as needed for the Company's operations.

6. Profits and Losses

All profits and losses of the Company shall be allocated solely to the Member.

7. Tax Matters

The Company shall be treated as a disregarded entity for federal tax purposes, and all income, deductions, and tax liabilities shall be reported and paid on the Member's individual tax returns.

8. Dissolution and Termination

The Company may be dissolved and terminated at any time by the Member. Upon dissolution, the Member shall wind up the Company's affairs, pay its debts and liabilities, and distribute any remaining assets to the Member.

9. Amendments

This Agreement may be amended or modified with the written consent of the Member.

10. Governing Law

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

11. Entire Agreement

This Agreement constitutes the entire agreement between the Member and the Company and supersedes all prior agreements, representations, and understandings.

IN WITNESS WHEREOF, the Member has executed this Operating Agreement as of the date first above written.

Louis Lucarelli, Member, Top View Analytics, LLC