LIMITED LIABILITY COMPANY OPERATING

AGREEMENT
FOR
YOUR NAME LLC
A Limited Liability Company

ARTICLE 1
Company Formation
1.1 FORMATION. The Members hereby form a Limited Liability Company
("Company") subject to the provisions of the Limited Liability Company
Act as currently in effect as of this date. Articles of Organization shall be
filed with the Secretary of State.

1.2

NAME. The name of the Company shall be: YOUR NAME LLC.

1.3 REGISTERED AGENT. The name and location of the registered agent
of the Company
shall be:
Finizio & Finizio P.A.
106 SE 9th Street
Fort Lauderdale, FL 33316
1.4

TERM. The Company shall continue for a perpetual period, unless:

(a) Members whose capital interest as defined in Article 2.2 exceeds 50
percent vote for
dissolution; or
(b)Any event which makes it unlawful for the business of the Company
to be carried on by the Members; or
(c) The death, resignation, expulsion, bankruptcy, retirement of a
Member or the occurrence of any other event that terminates the
continued membership of a Member of the Company; or
(d)Any other event causing dissolution of this Limited Liability
Company under the laws of the State of Florida.

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1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of

Article 1.4, in the event of an occurrence described in Article 1.4(c) and
(d), if there is at least one or more remaining Members, said remaining
Members shall have the right to continue the business of the Company.
Such right can be exercised only by the unanimous vote of the remaining
Members within ninety (90) days after the occurrence of an event
described in Article 1.4(c). If not so exercised, the right of the Members to
continue the business of the Company shall expire.

1.6 BUSINESS PURPOSE. The purpose of the Company is to undertake

any lawful business.

1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place

of business of the Company shall be:
YOUR ADDRESS
Principal place of business may be changed at a location the Managers
from time to time select.
1.8 THE MEMBERS. The name and place of residence of each member are
contained in Exhibit 2 attached to this Agreement.

1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise

expressly provided in the Agreement, no additional members may be
admitted to the Company through issuance by the company of a new
interest in the Company, without the prior unanimous written consent of
the Members.

ARTICLE 2
Members Contributions
2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to
the Company capital as described in Exhibit 3 attached to this Agreement.
The agreed total value of such property and cash is 350 US Dollars.

2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in Article 6.2, no

Member shall be obligated to make any additional contribution to the
Company's capital.

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ARTICLE 3
Profits, Losses and Distributions
3.1 PROFITS/LOSSES. For financial accounting and tax purposes the
Company's net profits or net losses shall be determined on an annual
basis and shall be allocated to the Members in proportion to each
Member's relative capital interest in the Company as set forth in Exhibit 2
as amended from time to time in accordance with Treasury Regulation
1.704-1.

3.2 DISTRIBUTIONS. The Members shall determine and distribute

available funds annually or at more frequent intervals as they see fit.
Available funds, as referred to herein, shall mean the net cash of the
Company available after appropriate provision for expenses and liabilities,
as determined by the Managers. Distributions in liquidation of the
Company or in liquidation of a Member's interest shall be made in
accordance with the positive capital account balances pursuant to
Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Member shall
have a negative capital account balance, there shall be a qualified income
offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).

ARTICLE IV
Management
4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence
of each Manager is attached as Exhibit 1 of this Agreement. By a vote of
the Members holding a majority of the capital interests in the Company,
as set forth in Exhibit 2 as amended from time to time, shall elect so
many Managers as the Members determine, but no fewer than one, with
one Manager elected by the Members as Chief Executive Manager. The
elected Manager(s) may either be a Member or Non-Member.

4.2 MEMBERS. The liability of the Members shall be limited as provided

pursuant to applicable law. Members that are not Managers shall take no
part whatever in the control, management, direction, or operation of the
Company's affairs and shall have no power to bind the Company. The
Managers may from time to time seek advice from the Members, but they
need not accept such advice, and at all times the Managers shall have the
exclusive right to control and manage the Company. No Member shall be
an agent of any other Member of the Company solely by reason of being a
Member.

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4.3 POWERS OF MANAGERS. The Managers are authorized on the

Company's behalf to make all decisions as to (a) the sale, development
lease or other disposition of the Company's assets; (b) the purchase or
other acquisition of other assets of all kinds; (c) the management of all or
any part of the Company's assets; (d) the borrowing of money and the
granting of security interests in the Company's assets; (e) the prepayment, refinancing or extension of any loan affecting the Company's
assets; (f ) the compromise or release of any of the Company's claims or
debts; and, (g) the employment of persons, firms or corporations for the
operation and management of the company's business. In the exercise of
their management powers, the Managers are authorized to execute and
deliver (a) all contracts, conveyances, assignments leases, sub-leases,
franchise agreements, licensing agreements, management contracts and
maintenance contracts covering or affecting the Company's assets; (b) all
checks, drafts and other orders for the payment of the Company's funds;
(c) all promissory notes, loans, security agreements and other similar
documents; and, (d) all other instruments of any other kind relating to the
Company's affairs, whether like or unlike the foregoing.

4.4 CHIEF EXECUTIVE MANAGER. The Chief Executive Manager shall

have primary responsibility for managing the operations of the Company
and for effectuating the decisions of the Managers.

4.5 NOMINEE. Title to the Company's assets shall be held in the

Company's name or in the name of any nominee that the Managers may
designate. The Managers shall have power to enter into a nominee
agreement with any such person, and such agreement may contain
provisions indemnifying the nominee, except for his willful misconduct.

4.6 COMPANY INFORMATION. Upon request, the Managers shall supply

to any member
information regarding the Company or its activities.
Each Member or his authorized representative shall have access to and
may inspect and copy all books, records and
materials in the
Manager's possession regarding the Company or its activities. The
exercise of the rights contained in this ARTICLE 4.6 shall be at the
requesting Member's
expense.

4.7 EXCULPATION. Any act or omission of the Managers, the effect of

which may cause or result in loss or damage to the Company or the

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Members if done in good faith to

promote the best interests of the
Company, shall not subject the Managers to any liability to the
Members.

4.8 INDEMNIFICATION. The Company shall indemnify any person who

was or is a party
defendant or is threatened to be made a party
defendant, pending or completed action,
suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the Company) by reason of the fact that he is or was a
Member of the Company, Manager,
employee or agent of the
Company, or is or was
serving at the request of the Company, for
instant expenses (including attorney's fees),
judgments, fines, and
amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if the Members
determine that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the
best interest of the Company,
and with respect to any criminal action proceeding, has no reasonable
cause to believe his/her conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction,
or upon a plea of
"nolo Contendere" or its equivalent, shall not in itself
create a presumption that the person did or did not act in good faith
and in a manner which he reasonably believed to be in the best interest
of the Company, and, with respect to any criminal action or
proceeding,
had reasonable cause to believe that his/her conduct was lawful.

4.9 RECORDS. The Managers shall cause the Company to keep at its
principal place of
business the following:
(a) a current list in alphabetical order of the full name and the last
known street address
of each Member;
(b) a copy of the Certificate of Formation and the Company Operating
Agreement and all amendments;
(c) copies of the Company's federal, state and local income tax
returns and reports, if
any, for the three most recent years;
(d) copies of any financial statements of the limited liability company
for the three most recent
years.

ARTICLE V
Compensation

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5.1 MANAGEMENT FEE. Any Manager rendering services to the Company

shall be entitled
to compensation commensurate with the value of
such services.

5.2 REIMBURSEMENT. The Company shall reimburse the Managers or

Members for all
direct out-of-pocket expenses incurred by them in
managing the Company.

ARTICLE VI
Bookkeeping
6.1 BOOKS. The Managers shall maintain complete and accurate books of
account of the Company's affairs at the Company's principal place of
business. Such books shall be kept on such method of accounting as the
Managers shall select. The company's accounting period shall be the
calendar year.

6.2 MEMBER'S ACCOUNTS. The Managers shall maintain separate capital

and distribution accounts for each member. Each member's capital
account shall be determined and maintained in the manner set forth in
Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capital
contribution increased by:
(a) any additional capital contribution made by him/her;
(b)credit balances transferred from his distribution account to his
capital account;
and decreased by:
I. distributions to him/her in reduction of Company capital;
II. the Member's share of Company losses if charged to his/her
capital account.

6.3 REPORTS. The Managers shall close the books of account after the
close of each calendar year, and shall prepare and send to each member
a statement of such Member's distributive share of income and expense
for income tax reporting purposes.

ARTICLE VII
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Transfers
7.1 RIGHT OF FIRST REFUSAL. If at any time a Member proposes to sell,
assign or otherwise dispose of all or any part of his interest in the
Company, such Member shall first make a written offer to sell such
interest to the other Members at a price determined by mutual
agreement. If such other Members decline or fail to elect such interest
within thirty (30) days, and if the sale or assignment is made and the
Members fail to approve this sale or assignment unanimously then,
pursuant to the applicable law, the purchaser or assignee shall have no
right to participate in the management of the business and affairs of the
Company. The purchaser or assignee shall only be entitled to receive the
share of the profits or other compensation by way of income and the
return of contributions to which that Member would otherwise be entitled.

7.2 DRAG-ALONG RIGHT. If Members owning at least 60% of the Interests

(the Compellors) propose to (i) sell for value the Interests held by them
(the Controlling Interests), whether by a sale of Interests or a merger or
consolidation involving the Company, or (ii) cause the Company to sell all
or substantially all of the assets of the Company (each such transaction, a
Drag-Along Sale), in each case to a Potential Purchaser, but only in the
event that the Non-Selling Members elect not to exercise their right to
purchase all of the Offered Units pursuant to Section 7.1, the Compellors
may, at their option, require the NonSelling Members (the Compelled
Members) to sell all the Interests owned or held by them, or consent to
such asset sale as the case may be, to the Potential Purchaser for the
same consideration and otherwise on the same terms and conditions
upon which the Compellors agreed to enter into the Drag-Along Sale. The
Compellors shall provide a written notice (the Drag-Along Notice) of
such Drag-Along Sale to each of the Compelled Members, not later than
the date of acceptance of the Drag-Along Sale by the Potential Purchaser.

7.3 TAG-ALONG RIGHT. If any Member proposes to transfer to a potential

purchaser a part of his in the company interest (such Transfer, a
TagAlong Sale), and the non-selling Members elect not to exercise their
right to purchase the interest pursuant to Section 7.1, then each nonselling Member (the Tag-Along Members) shall have the option,
exercisable in his or its sole discretion, to participate in the Tag-Along Sale
at the Offered Price and on the Offered Terms set forth in the selling
notice, by providing written notice (the Tag-Along Notice) to the Selling
Member within thirty (30) days following the expiration of the Non -Selling
Member Option Period (the Expiration Date). Each Tag-Along Member
shall be entitled to include in the Tag-Along Sale each such Tag-Along

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Members pro rata portion of interest in the company (the Tag-Along

Interest). Upon receipt of any Tag-Along Notice from a Tag-Along Member,
the Selling Member shall cause the Potential Purchaser to purchase from
such Tag -Along Member the Tag-Along Interests. If the aggregate number
of Interests proposed to be Transferred by the Selling Member and all TagAlong Members exceed the number of Interests the Potential Purchaser is
willing to purchase, then each of the Selling Member and the Tag -Along
Members shall reduce, to the extent necessary, the number of Interests to
be Transferred by such Member pursuant to this Section on a pro rata
basis.

CERTIFICATE OF FORMATION
This Company Operating Agreement is entered into and shall become
effective as of the Effective Date by and among the Company and the
persons executing this Agreement as Members. It is the Members express
intention to create a limited liability company in accordance with applicable
law, as currently written or subsequently amended or redrafted.
The undersigned hereby agree, acknowledge, and certify that the foregoing
operating agreement is adopted and approved by each member, the
agreement consisting of 10 pages, constitutes, together with Exhibit 1,
Exhibit 2 and Exhibit 3 (if any), the Operating Agreement of Talking Arts LLC,
adopted by the members as of April 23rd, 2015.

Members:

________________________________
Signature
Percent: 50%
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Printed Name:

_________________________________
Signature
Percent: 50%

Operating Agreement - 9

Printed Name:

EXHIBIT 1
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
FOR
Talking Arts LLC
LISTING OF MANAGERS
By a majority vote of the Members the following Managers were elected to
operate the Company pursuant to ARTICLE 4 of the Agreement:

_________________________________________
_
Printed Name:
______________________________
Printed Name:

The above listed Manager(s) will serve in their capacities until they are
removed for any reason by a majority vote of the Members as defined by
ARTICLE 4 or upon their voluntary resignation.
Signed and Agreed this 23rd day of January 2016.
_____________________________
Signature of Member
______________________________
Signature of Member

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Printed Name:
Printed Name:

EXHIBIT 2
LIMITED LIABILITY COMPANY OPERATING
AGREEMENT
FOR
Talking Arts LLC
LISTING OF MEMBERS
As of the 23rd day of April, 2015 the following is a list of Members of the
Company:
Name:
ADDRESS

Percentage 50%

Name:
ADDRESS

Percentage 50%

Authorized by Member(s) to provide Member Listing as of this 23 day of

January 2016.
_________________________________
Signature of Member
_________________________________
Signature of Member

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__________________________________
Signature of Member
__________________________________
Signature of Member

EXHIBIT 3
LIMITED LIABILITY COMPANY OPERATING
AGREEMENT
FOR
Talking Arts LLC

CAPITAL CONTRIBUTIONS
Pursuant to ARTICLE 2, the Members' initial contribution to the Company
capital is stated to be $XXXX. The description and each individual portion of
this initial contribution is as follows:

SIGNED AND AGREED this 23rd day of January 2016.

____________________________________

Member

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____________________________________

Member