Holding Company Operating Agreement

1. Formation

This Operating Agreement ("Agreement") is made and entered into this 1st of January, 2070, by and among the Members whose signatures appear below. The Members hereby agree to form a limited liability company pursuant to the laws of the state of New York.

2. Name and Principal Office

The name of the company (the "Company") shall be [YOUR COMPANY NAME], and its principal office shall be located at [YOUR COMPANY ADDRESS], or at such other place as the Members may agree upon.

3. Purpose

The purpose of the Company is to operate as a holding company and engage in any lawful act or activity for which limited liability companies may be formed under the laws of the state of New York.

4. Members

4.1 Initial Members

The initial members (the "Members") and their respective capital contributions are set forth in the table below:

Member Name	Capital Contribution	Membership Interest
[YOUR NAME]	$100,000	50%
Sky Ferry	$100,000	50%

4.2 Admission of New Members

New members may be admitted with the unanimous consent of the existing Members. Contributions shall be determined at the time of admission.

5. Management

5.1 Management Structure

The Company shall be managed by its Members in a Member-managed structure or by appointed Managers in a Manager-managed structure, as elected by the Members.

5.2 Powers and Duties of the Manager/s

The Manager/s shall have full authority to manage and control the business and affairs of the Company in accordance with the terms and conditions of this Agreement.

6. Distributions

Distributions, including interim distributions of profits, shall be made according to the Members' respective Membership Interests at such times and in such amounts as may be determined by the Members or Managers.

7. Dissolution

The Company shall be dissolved upon the occurrence of any of the following events:

• The unanimous written consent of all Members.

• The termination of the Company’s legal existence.

• Any other event causing dissolution under applicable state laws.

8. Miscellaneous

This Agreement constitutes the entire agreement among the Members. It may be amended only by a written agreement signed by all Members.

9. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[YOUR NAME]
Date Signed: January 1, 2070

Sky Ferry
Date Signed: January 1, 2070

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