OPERATING AGREEMENT

OPERATING AGREEMENT FOR INTERACTIVE SHORTCUT- A MANAGER MANAGED

COMPANY

I. PRELIMINARY PROVISIONS

1. Effective Date: – This operating agreement for Interactive Shortcut, a subsidiary
   of the holding company known as Major holdings (BV) effective this ……………….
   Day of ………………………. 20…..is adopted by all managers and members who appear
   at the end of this agreement.
2. Formation: This company was formed by filing the relevant articles of
   association and all other requisite documents for the operation of a BV in the
   Dutch jurisdiction. A copy of all organizational documents have been filed with
   the office of the ……… and may also be availed upon proof of satisfactory reason
   as to why a party requires the same.
3. Name: The official name of the company shall be INTERACTIVE SHORTCUT and
   its official address shall be …..
4. Purpose of the business: The specific business purposes and duties
   contemplated by the founders of this BV at the time of signing this agreement
   consist of the following;
   (List out the purposes of the business)
   It is understood that the foresaid statement of purposes shall not serve as an
   impediment on the powers or abilities of this BV which shall be permitted to
   engage in any and all lawful purposes. If this BV intends to engage in business
   activities outside the Dutch jurisdiction, and requires qualification in such other
   jurisdiction, then this BV shall obtain such qualification before operating in such
   other jurisdiction.
   II. MANAGEMENT OF INTERACTIVE SHORTCUT BV
5. Interactive Shortcut shall be managed by a team of managers appointed by the
   founders/directors and who shall be responsible for the running of the
   company’s daily affairs.
6. Interactive Shortcut shall be a subsidiary of Major Holdings BV which shall own
   all the assets, shares/equities, intellectual property of the Operating Company
   Interactive Shortcut, and shall lease all assets from the Holding Company, Major
   Holdings BV.
7. The managers shall also make the decisions of the company without prior
   democratic input from its members.
8. The prerogative to appoint and remove officers from office shall lie solely with
   the management. Members shall not have any right to appoint and/or remove
   office holders.
9. Members shall not transfer and/or assign their shares in the company to other
   persons without the express consent of the management of Interactive Shortcut
   BV.
   III. DISTRIBUTION OF DIVIDENDS AND RETURN OF CAPITAL
10. The company shall pay dividends to its shareholders at the agreed time non-pro
    rata.
11. No member has any right to any return of capital or other distribution from the
    company.
12. In the event of a charging order from a court of competent jurisdiction to seize
    assets of a member in the company, such seizure shall be limited to the paid-up
    shareholders capital in the company.
    IV. COMPANY DISSOLUTION
13. Upon dissolution of the Company, its assets will be offered for sale at their Book
    Value, first, to the Members in proportion to their respective shares in the
    Company, and then to the public.  Shared assets shall be offered for sale to the
    public.
14. Any intellectual property owned by the Company, and proprietary information,
    such as customer lists, and Company files and records shall be disposed of as
    the managers may mutually agree.
15. The continuing use of the Company name and logo shall be determined by the
    mutual consent of the managers.
16. This Agreement may be amended only by the unanimous consent of the
    managers.
    WITNESS the due execution of this Operating Agreement, as of the day and year first
    written above, by the undersigned Members, being all INTERACTIVE SHORTCUT BV.

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