OPERATING AGREEMENT

Vygoda Futures LLC

Registry #2881 LLC 2023

(A Vincentian Limited Liability Company)

(Organized under the Limited Liability Company Act, Chapter 151)

ARTICLE I
INITIAL DATE, PARTIES, AUTHORIZATION, AND PURPOSE
Section 1.01. Initial Date; Initial Parties. This Agreement is made to be effective beginning
the date of organization with the St. Vincent Registrar of Companies and is initially agreed to by
the company set forth above (the “Company"), and the sole Member of the Company, whose
signature appears below.
Section 1.02. Authorization for this Agreement. This Agreement is made under the “Limited
Liability Company Act, Chapter 151.”

ARTICLE II
DEFINITIONS
Unless the language or context clearly indicates otherwise, the words, terms and phrases defined
in this Agreement mean the following:
(a) "Act of the Member(s)" refers to decisions undertaken by the Member(s).
(b) "Agreement" means this operating agreement, as amended from time to time.
(c) "Capital Account" means the account of the Member.
(d) "Code" means the St. Vincent´s Tax Act, as amended.
(e) "Company" means the LLC first set forth above.
(f) "Default Rule" means a rule stated in the LLC Act which: (i) structures, defines, or
regulates the finances, governance, operations, or other aspects of a limited liability company
organized under the LLC Act, and (ii) applies except to the extent it is negated or modified through
the provisions of the Company's articles of organization or operating agreement.
(g) “Fiscal Year" means the annual period upon which the Company files its income tax
return, which shall be the calendar year, or such Fiscal Year as chosen by the Member as Manager,
when applicable.
(h) "LLC Act" means the Limited Liability Company Act, Chapter 151.
(i) "Manager" means the person or persons elected or appointed hereunder to manage the
business of the Company.
(j) "Member" shall mean that person with ownership interests in the Company.
(k) “Membership Interest” has the meaning stated in Section 5.01.
(l) “Membership Interest Percentage" of the Member shall mean the percentage equal to
the Member's percentage ownership in the Company.
(m) Net Operating Cash Flow" for any period shall mean all of the cash received by the
Company from operations in the specified period including, without limitation, rents, fees and

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reimbursements, including proceeds from the sale, financing or refinancing, decreased by all actual
cash expenditures for operations in that period including, but not limited to, expenditures for
principal and interest on Company indebtedness, taxes, insurance, management fees, commissions,
reasonable reserves (as determined by the Manager(s)), repairs, maintenance, landscaping,
renovation and capital improvements, except to the extent such expenditures are paid from
reasonable reserves as determined in good faith by the Manager.
(n) “Net Losses” means the net losses of the Company computed in accordance with the
Company’s customary method of accounting consistently applied from prior periods.
(o) “Net Profits” means the net profits of the Company computed in accordance with the
Company’s customary method of accounting consistently applied from prior periods.
(p) "Regulations" shall mean Chapter 151 for the limited liability companies Act.
(q) "Transfer" includes an assignment, conveyance, lease, mortgage, security interest, deed,
encumbrance, or gift.

ARTICLE III
BACKGROUND OF THIS AGREEMENT
Section 3.01. History and Nature of the Company. The Company was organized in St. Vincent
and the Grenadines and is authorized to engage in any and all lawful activity. The Company's
principal place of business is Brazil.
Section 3.02. Powers. The Company will have all the powers granted to a limited-liability
company under the laws of St. Vincent and the Grenadines.
Section 3.03. Registered Agent's Office. The address of the Company's registered agent's office
is First Floor, First St. Vincent Bank Ltd., James Street, Kingstown, St Vincent and the Grenadines,
and the agent in charge at such address is St. Vincent Trust & Escrow Ltd. The registered agent
and its office may be changed from time to time by action of the Manager and by filing the
prescribed form with the Registrar of Companies.
Section 3.04. Term. The Company will commence its existence on the date its articles of
organization are endorsed by the Registrar of Companies and will exist in perpetuity unless sooner
terminated as provided in this Agreement.

ARTICLE IV
RELATIONSHIP OF THIS AGREEMENT TO DEFAULT RULES
PROVIDED BY LLC ACT AND ARTICLES OF ORGANIZATION
Section 4.01. Relationship of This Agreement to the Default Rules Provided by the LLC
Act. Regardless of whether this Agreement specifically refers to Default Rules: (i) if any provision
of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the
Default Rule is modified or negated; accordingly, and (ii) if it is necessary to construe a Default
Rule as modified or negated in order to effectuate any provision of this Agreement, the Default
Rule is modified or negated accordingly.
Section 4.02. Relationship between this Agreement and the Articles of Organization. If a
provision of this Agreement differs from a provision of the Company's articles of organization,
then to the extent allowed by law, this Agreement governs.
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 ARTICLE V
CAPITAL STRUCTURE: MEMBERSHIP AND CONTRIBUTIONS
Ownership rights in the Company are reflected in Membership Interests, as recorded in the
Required Records. A Membership Interest shall correspond to a Member’s Capital Account. As
of the date of this Agreement, there is a single Member, as follows:

Member Contribution Membership interest percentage

Wahyu Agung Cahyono US $100.00 100%

ARTICLE VI
GOVERNANCE: MANAGEMENT BY MANAGER
Section 6.01. Designation of Manager(s). The Company may be managed by a Manager or
Managers if the Member chooses to do so.
Section 6.02. Death, Incapacity or Resignation of Manager. A Manager may resign by
providing written notice to the Member. The resignation takes effect 30 days after the date the
Manager gives notice to the Member, or at a later date stated in the notice of resignation.
Section 6.03. Authority of the Manager. Except as otherwise provided in this agreement, the
Manager, if one is appointed, has sole authority to manage the Company and is authorized to make
any contracts, enter into any transactions, and make and obtain any commitments on behalf of the
Company to conduct or further the Company's business. If there are two Managers serving, the
signature of only one Manager is necessary to bind the Company.
Section 6.04. Duties of Manager. The Manager must discharge his, her, or its duties in good
faith, with the care an ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner the Manager reasonably believes to be in the best interests of the
Company.
Section 6.05. Member’s Right to Remove a Manager. The Manager may be removed at any
time, with or without cause, by the Member.

ARTICLE VII
MEMBER MEETINGS
The Member shall meet annually and may meet at any other time he or she so chooses.

ARTICLE VIII
MISCELLANEOUS
Section 8.01. Governing Law. This Agreement, and any question, dispute, or other matter
related to or arising from this Agreement, will be governed by the laws of St. Vincent and the
Grenadines.

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