MULTI MEMBER OPERATING AGREEMENT

Multi Member Operating Agreement

A legal instrument between Northwind Studio and Acme Co, effective on the date signed below.

RECITALS

This Agreement is entered into by Northwind Studio and Acme Co (each a "Party" and together the "Parties"), dated as of August 18, 2026.

WHEREAS the Parties wish to memorialize their agreement on the matters described herein, and each has the full corporate power and authority to enter into this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

CLAUSES

1. PURPOSE

This Agreement sets out the terms under which the Parties will address the matters described in the Recitals.

2. DEFINITIONS

Capitalized terms have the meanings assigned to them in this Agreement. "Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, or electronic, that is designated as confidential or would reasonably be considered confidential in the circumstances.

3. CONFIDENTIALITY

Each Party agrees to hold in confidence all Confidential Information received from the other Party, to use such information only for the purposes contemplated by this Agreement, and to disclose it only to employees, agents, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set out herein. These obligations survive termination and continue for a period of five (5) years from the date of disclosure.

4. OWNERSHIP OF INFORMATION

All Confidential Information remains the exclusive property of the disclosing Party. No license or right of use is granted by disclosure other than as expressly provided in this Agreement.

5. TERM AND TERMINATION

This Agreement commences on the date signed below and continues until terminated by written notice from either Party. Rights and obligations relating to Confidential Information survive termination.

6. RETURN OF MATERIALS

Upon termination or written request, each Party shall promptly return or destroy all Confidential Information received from the other Party and certify such destruction in writing.

7. WARRANTIES AND REPRESENTATIONS

Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and that its performance hereunder will not conflict with any prior obligation or agreement.

8. LIMITATION OF LIABILITY

Neither Party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement.

9. INDEMNITY

Each Party agrees to indemnify, defend, and hold harmless the other Party from and against all claims, liabilities, damages, and expenses arising out of a breach by such Party of its obligations under this Agreement.

10. NO ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except in connection with a merger, consolidation, or sale of substantially all its assets.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, whether written or oral.

12. AMENDMENTS

No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties.

13. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address specified on the acceptance page by personal delivery, email, or certified mail.

15. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the state in which the disclosing Party is based. The Parties consent to the exclusive jurisdiction of the state and federal courts of such jurisdiction.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Acceptance

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW. This Agreement is valid for thirty (30) days from the date on the cover.