LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

SM Commerce LLC
This Company Agreement of this MULTIPLE MEMBER MANAGED LIMITED LIABILITY
COMPANY organized pursuant to applicable state law, 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 the Act, as currently written or subsequently amended or redrafted.
Therefore, all provisions of this document shall be construed consistent with the afore described
intent of the Members. Accordingly, in consideration of the conditions contained herein, they
agree as follows:
ARTICLE I

Company Formation
1.1. FORMATION. The Members hereby form a Limited Liability Company ("Company")
subject to the provisions of state law as currently in effect as of this date. This Agreement
became effective the date Articles of organization were filed with the Wyoming Secretary of
State and is between the Company and its Members.
1.2. REGISTERED OFFICE AND AGENT. The name and location of the registered agent of
the Company shall be:
Cloud Peak Law, LLC
1095 Sugar View Dr Ste 500
Sheridan, WY 82801

The registered agent may only be changed by an Act of Members.

1.3. TERM. The Company shall continue for a perpetual period.
(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) Any other event causing dissolution of this Limited Liability Company under applicable state
laws.
1.4. CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.3., in
the event of an occurrence described in ARTICLE 1.3.(c), if there are at least one remaining
Member(s), said remaining Member(s) shall have the right to continue the business of the
Company.
1.5. BUSINESS PURPOSE. The Company shall conduct any and all lawful business deemed
appropriate to execute the company’s objectives.

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1.6. PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of
the Company shall be:
1603 Capitol Avenue, Suite 413-A 276

Cheyenne, Wyoming 82001

The principal place of business may be changed to a location the Members may select. The
Members may also choose to store Company documents at any address the Members choose.
1.7. THE MEMBERS. The name and place of residence of each Member are listed below at
Exhibit 1 “Certification of Members”. Members are the owners of this company.
1.8. ADMISSION OF ADDITIONAL MEMBERS. Members may only be admitted to the
Company through issuance of a new interest in the company with unanimous written consent of
the Members or the sale of a Member’s current interest, except as otherwise expressly provided
in the Agreement.
ARTICLE II
Capital Contributions

2.1. INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company
capital as described in Exhibit 2 attached to this Agreement. The total value of such property and
cash is ____________. Each Member’s Interest in the Company is reflected in that Member’s
Capital Account maintained in the Required Records. Each Member’s Interest Percentage is
proportional to all other Capital Accounts.
The Company shall not issue Membership certificates but shall at the written request of a
Member provide a statement setting forth the Member’s current Membership Interest as reflected
in that Member’s Capital Account and the corresponding Membership Interest Percentage.
2.2. ADDITIONAL CONTRIBUTIONS. Additional capital contributions may be made by
Members as needed for Company purposes. The Manager shall determine when such
contributions are necessary.
Except as provided in ARTICLE 6.2., no Member shall be obligated to make any additional
contribution to the Company's capital.
2.3. RETURN OF CONTRIBUTIONS. No one has the right to require the return of any
contribution; however, the Company may return all or any portion if: (i) all liabilities of the
Company have been paid or sufficient property remains for payment and (ii) all Members consent.

ARTICLE III
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

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Members in proportion to each Member's relative capital interest in the Company, and 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 Members. 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).
3.3. LOANS FROM AND TRANSACTIONS WITH MEMBERS. The Company, on terms
negotiated by the Manager, may borrow money from and otherwise transact with a Member.
Borrowing from or engaging in other transactions with one or more Members does not obligate
the Company to provide comparable opportunities to other Members.
ARTICLE IV
Management

4.1. MANAGEMENT OF THE BUSINESS. The Company shall be managed by its Members.
The term Manager is singular in this Agreement; however, the term encompasses all Managers,
irrespective of whether there is one or more. A Manager need not be a Member. A Manager shall
be entitled to compensation for services rendered as agreed between the Manager and Members.
A Manager may be removed by an Act of Members.
Members may appoint one Managing Member / Сhief Executive Member. The Managing
Member / Сhief Executive Member is the Member with the most responsibility and the head of
business operations.
A Manager may resign by providing written notice to the Members. Resignations take effect 30
days after the date the Manager gives notice or such later date stated in the notice. In the event of
the death or incapacity of a Manager, the remaining Managers shall continue serving without
replacement.
4.2. MEMBERS. The liability of the Members shall be limited as provided pursuant to
applicable law. Members may take part in the control, management, direction, or operation of the
Company's affairs and shall have powers to bind the Company. Any legally binding agreement
must be signed by all Members or present approval of all other Members for one specific
Member to sign the binding agreement.
(a) Any decision that involves a sale of the business, a loan, an acquisition of another company,
must have the unanimous consent of all Member(s).
(b) All day-to-day decisions and management of the LLC will predominantly be made by the
Manager / Managing Member / Chief Executive Member, but may be made by any Member(s) in
compliance with their duties as Members.

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(c) If a Member disagrees with the Manager / Managing Member / Chief Executive Member’s
decision or proposed decision, a Member may call a vote to decide the course of action. A simple
majority vote must be completed to take an action on behalf of the LLC in accordance with
ARTICLE 4.5. The vote must be in writing.
4.3. POWERS OF MEMBERS. The Members are authorized on the Company's behalf to make
all decisions in accordance with ARTICLE 4.2. 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 pre-payment,
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 Members 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. DUTIES OF MEMBERS. Each Member must have a duty.
(a) If a Member fails to do the Member’s duties for a period of 120 consecutive days, the
Member will lose its Membership interest. The start date of failure must be documented.
(b) If a Member fails to do its Member duties for a period of one hundred twenty (120) days out
of two hundred thirty-nine (239) days, the Member will lose its Membership interest in
accordance with this article. The failure days must be documented.
(c) If a Member disputes the completion of another Members duties and is attempting to take
over the Members interest, it must do so in writing and certified delivery to the Members
residential address listed in Exhibit 1. If certified delivery is not available, hand delivery is
acceptable by a third party.
(d) Upon receipt of complaint, a Member in question of fulfilling the Members duties must
remedy and fulfill the duties it has established within fourteen (14) days.
(e) If Members become in dispute of what the Members duties are; if they are being fulfilled; and
have gone through the dispute process outlined in section (a) through (d) of this article, the
Members agree to enter into binding mediation or arbitration to decide if the Member’s duties
are being performed in compliance with the outlined agreed duties of Exhibit 1. If there is failure
to reach an agreement through arbitration or mediation of performed duties of Members, the
Members in dispute agree to file a complaint in the appropriate Court to procure a decision by
the appropriate Court as to the fulfillment of Members’ duties. Upon decision of the Court that a
Member has or is failing to meet the duties it has been prescribed to fulfill, the Member will
loose and assign its Membership interest to the other Member(s) still remaining. The assignment
of the non-compliant Member’s membership interest will establish a debt owed by the LLC in
accordance with ARTICLE VII.

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(f) A value of the non-compliant Member’s interest being transferred and assigned to the
complaining Member must be made before the transfer can be completed. During the course of
the transfer, the non-compliant Member will maintain complete powers of membership in the
LLC.
(g) In the event of a dispute of Member’s duties, Members may negotiate an exchange of
Membership interests for a lesser amount of Member duties.
4.5. DISPUTES OF MEMBERS. Disputes among Members will be decided by a majority vote.
A member has the number of votes according to the Members percent of interest. (Example: 11%
is 11 votes.) There has to be a majority vote for an action to take place.
4.6. CHIEF EXECUTIVE MEMBER / MANAGING MEMBER. The Chief Executive
Member shall have primary responsibility for managing the operations of the Company and for
effectuating the decisions of the Members.
4.7. NOMINEE. Title to the Company's assets shall be held in the Company's name or in the
name of any nominee that the Members may designate. The Members 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.
4.8. COMPANY INFORMATION. Upon request, the Manager / Managing Member / Chief
Executive Member 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 / Managing Member / Chief Executive
Members possession regarding the Company or its activities. The exercise of the rights contained
in this ARTICLE 4.8. shall be at the requesting Member's expense.
4.9. EXCULPATION. Any act or omission of the Members, the effect of which may cause or
result in loss or damage to the Company or the Members if done in good faith to promote the
best interests of the Company, shall not subject the Members to any liability towards the other
Members.
4.10. 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.

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4.11. RECORDS. The Company shall comply with the LLC Act. The Members shall cause the
Company to keep at its principal place of business or at another location agreeable by the
Members the records and information required by the Wyoming Secretary of State, including,
without limitation, the following:
(a) A current list in alphabetical order of the full name, the last known street address, phone
number and e-mail address of each Member;
(b) A copy of the Certificate of Formation (Articles of Organization) and the Company
Operating Agreement and all amendments thereto;
(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;
(e) Capital Account for each Member, including all capital contributions and distributions,
Membership Interest Percentage and Transfers.
After giving reasonable notice, a Member may inspect and review the Required Records and
may, at the Member's expense, make copies of all or any portion. Member access must take place
during regular business hours; however, the Company may impose additional reasonable
conditions and restrictions on access, including the amount of advance notice.
ARTICLE V
Compensation

5.1. MANAGEMENT FEE. Any Member rendering services to the Company shall be entitled
to compensation commensurate with the value of such services as all Members unanimously
agree upon.
5.2. REIMBURSEMENT. The Company shall reimburse the Members for all direct out-of-
pocket expenses incurred by them in managing the Company if unanimously agreed upon by all
Members.
ARTICLE VI

Bookkeeping
6.1. BOOKS. The Members shall maintain complete and accurate books of account of the
Company's affairs at the Company's principal place of business or at another location agreeable
by the Members. Such books shall be kept on such method of accounting as the Members shall
select. The Company's accounting period shall be the calendar year.
6.2. MEMBER'S ACCOUNTS. The Members 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;

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(b) Credit balances transferred from his distribution account to his capital account; and decreased
by:
(a) Distributions to him/her in reduction of Company’s capital;

(b) The Member's share of Company losses if charged to his/her capital account.
6.3. REPORTS. The Members 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

Transfers
7.1. ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of all
or any part of its interest in the Company, the Member shall comply with the following
procedures:
(a) First make a written offer to sell such interest to the other Member(s) at a price determined in
writing. At this point exiting Member may not make this intention publicly known. If such other
Members decline or fail to elect such interest within sixty (60) days, the exiting Member may
advertise its membership interest for sale as it sees fit.
(b) If a Member has a buyer of that Members interest, the other current Members have first right
of refusal to purchase the exiting Member’s interest for the agreed purchase price. If there are
more than one current remaining Members, the remaining Members may combine funds to
purchase the exiting Member’s interest. The exiting Member must show that the potential
purchaser has full certified funds, or the ability to get full certified funds before the first right of
refusal period starts. Current Members have 60 days to buy the exiting Member’s interest if they
so desire.
(c) Pursuant to the applicable law, the current Members may unanimously approve the sale of
exiting Member’s interests to grant full membership benefits and functionality to the new
Member. The current remaining Members must unanimously approve the sale, or the purchaser
or assignee will have no right to participate in the management of the business, affairs of the
Company, or Member voting rights. 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. The exiting Member must disclose to the
buyer or assignee if the current Members will not approve the sale.
7.2. VALUATION OF EXITING MEMBERS INTEREST. If a Member wants to exit the
LLC, and does not have a buyer of its membership interest, the exiting Member will assign its
interest to the current Members according to the following set forth procedures:
(a) A value must be placed upon this membership interest before assigned.
(b) If the exiting Member and the current Members do not agree on the value of this membership
interest, the exiting Member must pay for a certified appraiser to appraise the LLC company
value, and the exiting Member’s value will be assigned a value according to the exiting
Member’s interest percentage.

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(c) The current Members must approve the certified appraiser used by the exiting Member.
Current Members have 30 days to approve the exiting Member’s certified appraiser. If the
current Members disapprove the certified appraiser, they must show evidence to support their
disapproval of the certified appraiser as a vendor qualified to make the LLC’s business appraisal.
The current Members may not stall the process by disapproving all certified appraisers.
(d) Upon completion of a certified appraiser placing a value on the LLC, a value will be placed
on exiting Member’s interest according to the exiting Member’s percentage of membership
interest.
(e) If the current Members disagree with the value placed on the exiting Member’s interest, the
current Members must pay for a certified appraiser to value the LLC and the exiting Member’s
interest according to the same terms.
(f) The current Members’ appraiser must be completed within 60 days or right of the current
Members to dispute the value of the exiting Member’s interest expires.
(g) Upon completion of the current Member’s by certified appraiser, the exiting Member must
approve the value placed on the exiting Member’s interest. The exiting Member has 30 days to
approve this value.
(h) If the exiting Member does not approve the current Members appraisal value, the value of the
LLC will be determined by adding both parties’ values, then dividing that value in half, then
creating the value of the exiting Member’s interest according to the exiting Member’s percentage
of membership interest.
7.3. DISTRIBUTION OF EXITING MEMBER’S INTEREST. Upon determination of the
exiting Member’s interest value, the value will be a debt of the LLC. The exiting Member will
only be able to demand payment of this debt at the dissolution of the LLC or the following
method:
(a) LLC will make timely payments.

(b) LLC will only be required to make payments towards the exiting Members’ debt if LLC is
profitable and passed income to the current Members.
(c) LLC must make a debt payment to the exiting Member if LLC passed income of 50% of the
total determined value of the exiting Member’s interest in one taxable year. (Example: If the
exiting Member’s value was $100,000 and the current Member(s) received $50,000 taxable
income in the taxable year, the LLC would owe a debt payment to the exiting Member. If the
current Member(s) only received $90,000 in passed income, there would be no payment due.)
(d) Debt payment must be at least 10% of the value of the passed income to the current LLC
Members.
(e) LLC must make payment to the exiting Member within 60 days of the end of the taxable year
for the LLC.
(f) Payment schedule will continue until the exiting Member’s debt is paid by LLC.
(g) If LLC dissolves, the exiting Member will be a regular debtor and payment will follow
normal LLC dissolution payment statutes.

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(h) The exiting Member’s value of membership interest it assigned current Members may NOT
accrue interest.
(i) LLC can pay off amount owed to the exiting Member at any time if it so desires.
7.4. MEMBER’S DEATH OR DISABILITY. This Section applies on the death or disability of
a Member or Substitute Member.
Disability: The duly authorized agent of a disabled individual Member, whether acting under a
durable power of attorney or as the legal representative, may exercise all of the Member’s rights
and voting authority and is entitled to receive distributions of cash or other property on behalf of
the Member.
Death: If a Member is (i) an individual who is the beneficiary of a trust that holds a Membership
Interest or (ii) the decedent whose Membership Interest will pass under his or her last will and
testament, the Membership Interest held by the trust or probate estate shall pass as the interest of
an Assignee to:
(a) one or more members of the Member’s immediate family;

(b) a trust established for the benefit of one or more members of the Member’s immediate
family; or

(c) a Charity or Charitable Trust.

ARTICLE VIII
MISCELLANEOUS
8.1. GOVERNING LAW. This Agreement and any question, dispute, or other matter related to
or arising under this Agreement shall be governed by the laws of Wyoming.
8.2. BINDING EFFECT. This Agreement binds the Members, Substitute Members, Assignees,
Charging Order Holders and all other Transferees.
9.3. SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or
unenforceable:
(a) That provision shall be severed and this Agreement shall be construed and enforced as if the
illegal, invalid or unenforceable provision had never been part;
(b) The remaining provisions of this Agreement shall remain in full force and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance; and
(c) In place of the illegal, invalid or unenforceable provision, there shall be added to this
Agreement a legal, valid and enforceable provision as similar to the illegal, invalid or
unenforceable provision as legally possible.
9.4. GENDER AND NUMBER. As used in this Agreement, the masculine, feminine and neuter
gender, and the singular or plural number shall be considered to include the others whenever the
context indicates.

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 CERTIFICATE OF FORMATION
This Company Operating Agreement is entered into and shall become effective as of the
Effective Date by and among 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 ____ pages, constitutes,
together with Exhibit 1, Exhibit 2 and Exhibit 3 (if any), the Operating Agreement of SM
nth
Commerce LLC, adopted by all Members as of April 26 , 2022.

Members:

Suhib AlTamimi
Member, 75%
Signature: ______________________

Mhd Mulham Othman

Member, 25%

Signature: ______________________

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 EXHIBIT 1
CERTIFICATION OF MEMBERS

The undersigned hereby agree, acknowledge and certify to adopt this Operating Agreement.
Signed this _____ day of ____________________ 20_____.

Suhib AlTamimi
Member, 75%
Aljubaiha, Younes Alabbadi St Building 8, First Floor, Amman, Amman, Jordan, 0000.
Duties:
______________________________________________________________________________
______________________________________________________________________________
Signature: ______________________

Mhd Mulham Othman

Member, 25%

Amman, AlSwaifieh , Jordan, 0000.

Duties:
______________________________________________________________________________
______________________________________________________________________________

Signature: ______________________

EXHIBIT 1 - CERTIFICATION OF MEMBERS

 EXHIBIT 2
CAPITAL CONTRIBUTIONS

Pursuant to ARTICLE II, each Member’s initial contribution to the Company capital is stated to
be:
Suhib AlTamimi: $________. The description and each individual portion of this initial
contribution are as follows:
Cash $__________________

SIGNED AND AGREED this _____ day of ________________, 20____.

Signature: _____________________

Subib AlTamimi
Member, 75%

Mhd Mulham Othman: $________. The description and each individual portion of this
initial contribution are as follows:
Cash $__________________
SIGNED AND AGREED this _____ day of ________________, 20____.

Signature: _____________________
Mhd Mulham Othman

Member, 25%

EXHIBIT 2 - CAPITAL CONTRIBUTIONS