**Operating Agreement of Midas Technologies LLC**

**This Operating Agreement ("Agreement")** is made and entered into as of this ___ day of ___, 2024, by and among the following members (the "Members"):

| **Member Name**      | **Ownership Percentage** |
|----------------------|--------------------------|
| Jacob Mardian        | 33.33%                   |
| Griffin Witt         | 33.33%                   |
| Collin Schaufele     | 33.33%                   |

**Article I: Formation and Purpose**
1. **Formation**: Midas Technologies LLC ("Company") is formed as a limited liability company under the laws of the State of Virginia.
2. **Principal Office**: The Company’s principal place of business is located at [Business Address].
3. **Purpose**: The primary purpose of the Company is to develop, maintain, and commercialize algorithmic trading software and related technology.

**Article II: Capital Contributions**
1. **Initial Contributions**: Each Member agrees to make an initial capital contribution as outlined below, in cash or in-kind, and any additional contributions shall be made only upon the unanimous consent of the Members.
2. **Ownership Interest**: The ownership percentage of each Member shall be determined by the amount of their initial contribution and as detailed above.

**Article III: Management and Voting Rights**
1. **Management Structure**: The Company shall be managed by the Members, who shall make all major decisions by majority or unanimous vote, as specified herein.
2. **Voting Rights**: Each Member holds a voting right proportionate to their ownership percentage. Decisions regarding the sale of the Company or other major changes require unanimous consent.
3. **Meetings**: Meetings shall be held at least once annually, and decisions may be taken at such meetings or by written consent. Meetings may be held virtually if agreed by all Members.

**Article IV: Roles and Responsibilities**
1. **Jacob Mardian**: Responsible for business operations, strategy development, and software coding for trading algorithms.
2. **Griffin Witt**: Oversees economic analysis, focusing on developing intrinsic valuation models and economic indicators.
3. **Collin Schaufele**: Manages speculative analysis, including models for oil price estimation and ensuring regulatory compliance.

**Article V: Distributions and Profit Allocation**
1. **Distributions**: Profits shall be distributed annually unless otherwise agreed by the Members. Distributions shall be proportional to each Member’s ownership percentage.
2. **Reinvestment**: A portion of profits may be reinvested in the Company for growth and operational needs, as decided by a majority vote.

**Article VI: Transfer of Interests**
1. **Transfer Restrictions**: No Member may transfer their ownership interest without the consent of the other Members. The Company or other Members shall have the first right to purchase any offered interest.
2. **Buyout Option**: In the event a Member wishes to exit, the remaining Members have the right to buy out that Member’s interest at fair market value.

**Article VII: Confidentiality and Intellectual Property**
1. **Confidentiality**: Members agree to keep all company information, including algorithms, strategies, and client data, confidential.
2. **Intellectual Property**: All intellectual property, including algorithms, trading software, and proprietary data models developed by any Member for the Company, shall be the exclusive property of the Company.

**Article VIII: Dissolution**
1. **Dissolution Events**: The Company may be dissolved upon a unanimous decision by the Members or as required by law.
2. **Distribution upon Dissolution**: Upon dissolution, the Company’s assets will be liquidated, and any remaining proceeds, after settling debts, will be distributed to Members in accordance with their ownership percentages.

**Article IX: Indemnification and Liability**
1. **Indemnification**: The Company shall indemnify each Member for actions taken in good faith on behalf of the Company.
2. **Liability**: No Member shall be personally liable for the Company’s obligations, except for their capital contributions.

**Article X: Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].

**Article XI: Amendments**
Amendments to this Agreement may be made only with the unanimous consent of all Members.

**Signatures:**

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**Member Signature:**

| Name               | Date   | Signature          |
|--------------------|--------|--------------------|
| Jacob Mardian      |        |                    |
| Griffin Witt       |        |                    |
| Collin Schaufele   |        |                    |