1.1 Formation. Blue Harbor Studio LLC (the "Company") was formed as a Vermont limited liability company on March 2, 2026 by filing its Articles of Organization with the Vermont Secretary of State. The Vermont limited liability company statute (the "Act") and this Agreement govern the Company. Where this Agreement differs from a default rule of the Act, this Agreement controls to the extent the Act allows.

1.2 Purpose. The purpose of the Company is graphic design, branding and marketing services, and any other lawful business for which a limited liability company may be formed under the Act.

1.3 Principal Office. The Company's principal office is at 1200 Main Street, Suite 300, Montpelier, VT, or at another place the Member chooses.

1.4 Registered Agent. The Company's registered agent and registered office in Vermont are those stated in its most recent filing with the Vermont Secretary of State.

1.5 Term. The Company continues until it is dissolved and its affairs are wound up under Article 10.

2.1 Sole Member. Alex Rivera (the "Member") is the sole member of the Company and owns 100% of the membership interests. The Member's address and Capital Contribution are listed in Schedule A.

2.2 Capital Contribution. The Member has contributed or will contribute the money, property or services stated in Schedule A. The Member is not required to make any additional contribution but may do so at any time.

2.3 No Interest on Capital. The Member earns no interest on its Capital Contributions. A loan from the Member to the Company is not a Capital Contribution.

3.1 Profits and Losses. All profits and losses of the Company are allocated to the Member.

3.2 Distributions. The Member decides when the Company makes distributions and in what amounts.

3.3 Limits on Distributions. The Company will not make a distribution if, after the distribution, the Company could not pay its debts as they become due in the ordinary course of business, its total liabilities would exceed its total assets, or the distribution would otherwise violate the Act.

4.1 Classification. The Company has one Member. Under Treasury Regulations Section 301.7701-3(b)(1)(ii), it is disregarded as an entity separate from its owner for federal income tax purposes unless the Member elects otherwise by filing IRS Form 8832 or Form 2553. Being disregarded for income tax purposes does not change the Company's separate legal existence or the Member's limited liability under the Act.

5.1 Management by the Member. The Company is member-managed. The Member has full authority to run the business, sign contracts, open accounts and take any other action for the Company. The Member may act by signing a written consent and is not required to hold meetings.

5.2 Officers and Agents. The Member may appoint officers or agents, give them titles and delegate authority to them in writing.

6.1 Transfers. The Member may transfer all or part of its membership interest. A person who receives the Member's entire interest is admitted as a member when the transfer takes effect.

6.2 Additional Members. The Member may admit additional members by written consent. When a second member is admitted, the members will sign an amended operating agreement that covers voting, distributions and transfers. Once the Company has two or more members, it is classified as a partnership for federal income tax purposes unless it has elected to be taxed as a corporation.

7.1 Successor on Death. On the Member's death, the person who inherits the Member's interest under the Member's will or trust or under the laws of intestacy succeeds to the Member's entire interest and is admitted as the member effective as of the date of death, so that the Company continues without dissolution. Until the successor is admitted, the Member's personal representative may exercise all of the Member's rights to manage the Company.

7.2 Incapacity. If the Member becomes unable to manage the Company because of a physical or mental condition, the Member's agent under a durable power of attorney, or a court-appointed guardian or conservator, may exercise the Member's management rights until the Member can act again.

8.1 Books and Fiscal Year. The Company keeps complete and accurate books of account. Its fiscal year is the calendar year unless tax law requires otherwise, and its books are kept on the cash or accrual method the Member chooses for its tax returns.

8.2 Records. The Company keeps at its principal office the records the Act requires, including a copy of its Articles of Organization and all amendments, this Agreement and all amendments, a current list of its Member with addresses, Capital Contributions, and its federal, state and local tax returns and financial statements for at least the three most recent years.

8.3 Bank Accounts. All Company money is deposited in accounts in the Company's name and used only for Company purposes. Company funds are never mixed with the personal funds of the Member. The Member, and anyone they authorize in writing, may sign on Company accounts.

8.4 Separate Existence. The Company holds itself out as a legal entity separate from the Member. It signs contracts in its own name, pays its debts from its own funds, keeps its own books and accounts, and does not pay the personal expenses of the Member. These practices help preserve the limited liability the Act gives to the Member.

9.1 Limited Liability. To the fullest extent the Act allows, no Member or officer is personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely because of that role. A failure of the Company to observe formalities is not a ground for imposing personal liability on the Member.

9.2 Exculpation. No Member or officer is liable to the Company for any act or omission in good faith on behalf of the Company, except for gross negligence, willful misconduct, a knowing violation of law, a transaction from which the person received an improper personal benefit, or a breach of this Agreement.

9.3 Indemnification. To the fullest extent the Act allows, the Company will indemnify and hold harmless the Member and each officer against losses, judgments, settlements and reasonable legal fees arising from claims related to the Company's business, except for conduct listed as an exception in Section 9.2. The Company may advance legal fees if the person agrees in writing to repay them if it is later determined that the person was not entitled to indemnification.

9.4 Insurance. The Company may buy insurance on behalf of any person it may indemnify.

10.1 Events of Dissolution. The Company dissolves only on:

1. the Member's written decision to dissolve;
2. the sale of all or substantially all of its assets, after the sale proceeds are collected;
3. the Company having no member, if no successor is admitted under Article 7 and the Company is not otherwise continued as the Act permits;
4. entry of a court order of dissolution; or
5. any other event that requires dissolution under the Act.

10.2 Winding Up. On dissolution, the Member will wind up the Company's affairs, sell or distribute its assets, and file the dissolution or cancellation documents the Vermont Secretary of State requires.

10.3 Order of Payment. Company assets are applied in this order: first, to creditors, including the Member if it is a creditor, in satisfaction of the Company's debts; second, to reasonable reserves for contingent liabilities; and third, to the Member.

11.1 Governing Law. This Agreement is governed by the laws of the State of Vermont, including the Vermont limited liability company statute (11 V.S.A. § 4001 et seq.).

11.2 Entire Agreement. This Agreement, including its schedules, is the entire agreement of the Member about the Company and replaces any earlier oral or written agreement on the same subject.

11.3 Amendments. This Agreement may be amended only by a writing signed by the Member.

11.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the rest of the Agreement stays in effect, and the provision is enforced to the greatest extent allowed.

11.5 Binding Effect; No Third-Party Beneficiaries. This Agreement binds and benefits the Member and its permitted successors and assigns. No creditor or other third party may enforce it.