Operating Agreement

1. Company Formation

Fifth Dimension Systems LLC ("Company") is formed under the laws of the State of Missouri. The Company's primary place of business is located in Troy, Missouri.

2. Purpose and Business Activities

The Company's purpose is to engage in any lawful business activity, including but not limited to:

• Custom software development and business operating systems
• Business automation and workflow optimization
• Technology consulting and implementation services
• AI-powered business tools and chatbot systems
• Web application development using the Base44 platform
• Mobile game development (5D Games division)
• Integration services for third-party business tools

3. Management Structure

Fifth Dimension Systems LLC is a member-managed limited liability company. All significant business decisions are made by the managing member(s).

4. Member Capital Contributions

Members may contribute capital to the Company in the form of cash, property, services, or other assets as agreed upon. Capital accounts will be maintained for each member reflecting their contributions and distributions.

5. Profits, Losses, and Distributions

Profits and losses shall be allocated to members in proportion to their membership interests. Distributions shall be made at the discretion of the managing member(s), considering:

• Company cash flow and financial health
• Working capital requirements
• Planned business investments and growth initiatives
• Tax obligations and reserves

6. Meetings and Voting

Member meetings may be called by any managing member with reasonable notice. Decisions requiring member approval include:

• Admission of new members
• Amendment of this Operating Agreement
• Dissolution of the Company
• Sale of substantially all Company assets
• Merger or acquisition transactions

Routine business decisions are made by the managing member(s) without member vote.

7. Transfer of Membership Interests

No member may transfer, sell, assign, or encumber their membership interest without prior written consent of all other members. Any attempted transfer without consent shall be null and void.

8. Liability and Indemnification

No member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member. The Company shall indemnify members and managers for actions taken in good faith on behalf of the Company.

9. Books and Records

The Company shall maintain proper books and records including:

• Financial statements and tax returns
• Capital account records for all members
• Copies of this Operating Agreement and all amendments
• Minutes of member meetings and significant decisions
• Client contracts and service agreements

Members have the right to inspect Company books and records upon reasonable notice.

10. Intellectual Property

All intellectual property created, developed, or acquired by the Company in the course of business, including software code, business systems, processes, branding, and proprietary methodologies, shall be owned exclusively by the Company.

11. Dissolution

The Company may be dissolved upon:

• Written consent of all members
• Entry of a decree of judicial dissolution
• Occurrence of any event that makes it unlawful to continue business

Upon dissolution, the Company's assets shall be liquidated and distributed in the following order:

1. Payment of Company debts and obligations
2. Return of capital contributions to members
3. Distribution of remaining assets to members in proportion to their interests

12. Amendments

This Operating Agreement may be amended with the written consent of members holding a majority of the membership interests. All amendments must be in writing and attached to this Agreement.

13. Governing Law

This Operating Agreement and all matters relating to the Company shall be governed by the laws of the State of Missouri.

14. Contact Information