Operating Agreement

Operating Agreement of Gamerly Games, a New Mexico Single-Member Limited Liability Company

I. Formation and Purpose

A. Formation: Gamerly Games (the "Company") is a single-member limited liability company formed under the laws of the State of New Mexico on 03/29/2023.

B. Purpose: The purpose of the Company is to engage in any lawful business activity.

II. Member

A. Name: The sole member of the Company is Todd G Noel.

B. Limited Liability: The Member is not personally liable for any debts or obligations of the Company beyond the amount of capital they have contributed to the Company.

III. Management

A. Management Authority: The Member has the exclusive authority to manage the Company and make all decisions related to the operation of the Company.

B. Compensation: The Member will not receive any compensation for their services as manager of the Company.

IV. Capital Contributions and Allocations

A. Initial Capital Contribution: The Member has contributed 100 dollars as initial capital to the Company.

B. Additional Capital Contributions: The Member may make additional capital contributions to the Company as needed.

C. Allocations: Profits and losses of the Company will be allocated to the Member in proportion to their ownership interest in the Company.

V. Distributions

A. Distributions: The Company may make distributions of profits to the Member at the discretion of the Member.

B. Priority: Distributions of profits will be made to the Member before any distributions are made to any other persons.

VI. Transfer of Interests

A. Restrictions: The Member may not transfer their ownership interest in the Company without the prior written consent of the Member.

B. Permitted Transfers: The Member may transfer their ownership interest to their spouse, child, or other immediate family member.

VII. Dissolution and Termination

A. Dissolution: The Company will be dissolved upon the death, resignation, bankruptcy, or expulsion of the Member.

B. Liquidation: Upon dissolution, the Company will be liquidated in accordance with the New Mexico Limited Liability Company Act.

VIII. Miscellaneous

A. Governing Law: This Operating Agreement will be governed by and construed in accordance with the laws of the State of New Mexico.

B. Entire Agreement: This Operating Agreement constitutes the entire agreement between the Member and the Company and supersedes all prior negotiations, understandings, and agreements.

C. Amendments: This Operating Agreement may be amended or modified only by the written agreement of the Member.

D. Counterparts: This Operating Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

This Operating Agreement is executed as of the date set forth below.

Signature: __________________________________________________________

Gamerly Games, a New Mexico single-member LLC

By: Todd G. Noel, Member

Date: 04/06/2023