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# ASSET TRANSFER AGREEMENT
## For Transfer of Assets to a Series of a Texas Series Limited Liability Company
**THIS ASSET TRANSFER AGREEMENT** (the "Agreement") is made and entered into as of ________________, 20____ (the "Effective Date").
**BY AND BETWEEN:**
**[TRANSFEROR NAME]**, [a/an] [ENTITY TYPE/INDIVIDUAL] with [its/their] principal [place of business/address] at [ADDRESS] (the "Transferor")
**AND**
**[PARENT LLC NAME]**, a Texas series limited liability company with its principal place of business at [ADDRESS] (the "Parent LLC"), on behalf of **[ASSET HOLDING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Asset Holding Series")
(Each individually a "Party" and collectively the "Parties")
## RECITALS
**WHEREAS**, Transferor is the owner of certain assets, including equipment, machinery, and intellectual property, as more particularly described in Exhibit A attached hereto (collectively, the "Transferred Assets");
**WHEREAS**, Parent LLC is a series limited liability company duly formed and validly existing under the laws of the State of Texas;
**WHEREAS**, pursuant to the Texas Business Organizations Code § 101.601 et seq., Parent LLC has established the Asset Holding Series as a separate series of the Parent LLC, with separate rights, powers, and duties with respect to specified property and obligations, and with separate business purposes as defined in the Company Agreement of Parent LLC;
**WHEREAS**, Transferor desires to transfer all right, title, and interest in and to the Transferred Assets to the Asset Holding Series; and
**WHEREAS**, Asset Holding Series desires to accept such transfer of the Transferred Assets, subject to the terms and conditions set forth herein.
**NOW, THEREFORE**, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
## 1. TRANSFER OF ASSETS
1.1 **Transfer**. Subject to the terms and conditions of this Agreement, Transferor hereby irrevocably assigns, transfers, conveys, and delivers to Asset Holding Series, and Asset Holding Series hereby accepts from Transferor, all of Transferor's right, title, and interest in and to the Transferred Assets, free and clear of all liens, security interests, charges, encumbrances, equities, claims, and restrictions of any kind (collectively, "Encumbrances").
1.2 **Categories of Transferred Assets**. The Transferred Assets include, without limitation:
(a) **Equipment and Machinery**: All equipment, machinery, tools, furniture, fixtures, vehicles, and other tangible personal property identified in Schedule 1 to Exhibit A;
(b) **Intellectual Property**: All patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, databases, computer software programs, and any other intellectual property rights (collectively, "Intellectual Property") identified in Schedule 2 to Exhibit A; and
(c) **Other Assets**: All other assets, if any, identified in Schedule 3 to Exhibit A.
1.3 **Excluded Assets**. Notwithstanding anything to the contrary contained herein, the Transferred Assets shall not include the assets, if any, listed on Exhibit B attached hereto (the "Excluded Assets").
## 2. CONSIDERATION
2.1 **Consideration**. As consideration for the transfer of the Transferred Assets, Asset Holding Series shall [PAY/ISSUE/PROVIDE] to Transferor the consideration described in Exhibit C (the "Consideration") on the terms set forth therein.
## 3. CLOSING
3.1 **Closing**. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the exchange of documents and signatures on the Effective Date, or at such other time, date, and location as the Parties may mutually agree in writing.
3.2 **Deliveries by Transferor**. At or prior to the Closing, Transferor shall deliver to Asset Holding Series:
(a) A bill of sale in the form attached hereto as Exhibit D (the "Bill of Sale"), duly executed by Transferor;
(b) An assignment of intellectual property in the form attached hereto as Exhibit E (the "IP Assignment"), duly executed by Transferor;
(c) All certificates of title, registrations, and other documentation relating to the Transferred Assets;
(d) All technical and operating documentation relating to the Transferred Assets, including without limitation, operating manuals, specifications, and warranties; and
(e) Such other documents, instruments, and agreements as Asset Holding Series may reasonably request to effectuate the transactions contemplated hereby.
3.3 **Deliveries by Asset Holding Series**. At or prior to the Closing, Asset Holding Series shall deliver to Transferor:
(a) The Consideration as specified in Exhibit C; and
(b) Such other documents, instruments, and agreements as Transferor may reasonably request to effectuate the transactions contemplated hereby.
## 4. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR
Transferor represents and warrants to Asset Holding Series as follows:
4.1 **Organization and Authority**. If Transferor is an entity, Transferor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Transferor has full power and authority to enter into this Agreement and to perform its obligations hereunder.
4.2 **Authorization; Binding Obligation**. The execution, delivery, and performance of this Agreement by Transferor have been duly authorized by all necessary action on the part of Transferor. This Agreement has been duly executed and delivered by Transferor and constitutes the legal, valid, and binding obligation of Transferor, enforceable against Transferor in accordance with its terms.
4.3 **No Conflicts**. The execution, delivery, and performance of this Agreement by Transferor do not and will not (a) violate, conflict with, or result in the breach of any provision of Transferor's organizational documents (if applicable), (b) conflict with or violate any law or governmental order applicable to Transferor or any of the Transferred Assets, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise, or other instrument or arrangement to which Transferor is a party or by which any of the Transferred Assets are bound or affected.
4.4 **Title to Transferred Assets**. Transferor has good and marketable title to all of the Transferred Assets, free and clear of all Encumbrances. Upon Closing, Asset Holding Series will receive good and marketable title to all of the Transferred Assets, free and clear of all Encumbrances.
4.5 **Condition of Equipment and Machinery**. All equipment and machinery included in the Transferred Assets are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are used.
4.6 **Intellectual Property**.
(a) Schedule 2 to Exhibit A sets forth a true and complete list of all Intellectual Property included in the Transferred Assets.
(b) Transferor owns or possesses adequate licenses or other valid rights to use all Intellectual Property included in the Transferred Assets, free and clear of all Encumbrances.
(c) The Intellectual Property included in the Transferred Assets does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party, and no claim has been made or threatened asserting any such infringement, misappropriation, or violation.
(d) No person is infringing, misappropriating, or otherwise violating any of the Intellectual Property included in the Transferred Assets, and no claim has been made or threatened against any person for any such infringement, misappropriation, or violation.
4.7 **Compliance with Laws**. Transferor has complied with all applicable laws in connection with the ownership and use of the Transferred Assets.
4.8 **Litigation**. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to Transferor's knowledge, threatened against Transferor relating to the Transferred Assets or that could affect Transferor's ability to consummate the transactions contemplated by this Agreement.
4.9 **No Brokers**. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Transferor.
## 5. REPRESENTATIONS AND WARRANTIES OF ASSET HOLDING SERIES
Asset Holding Series represents and warrants to Transferor as follows:
5.1 **Organization and Authority**. Parent LLC is duly organized, validly existing, and in good standing under the laws of the State of Texas. The Asset Holding Series has been duly established as a series of Parent LLC pursuant to the Texas Business Organizations Code § 101.601 et seq. and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Asset Holding Series has full power and authority to enter into this Agreement and to perform its obligations hereunder.
5.2 **Authorization; Binding Obligation**. The execution, delivery, and performance of this Agreement by Asset Holding Series have been duly authorized by all necessary action on the part of Asset Holding Series and Parent LLC. This Agreement has been duly executed and delivered by Asset Holding Series and constitutes the legal, valid, and binding obligation of Asset Holding Series, enforceable against Asset Holding Series in accordance with its terms.
5.3 **No Conflicts**. The execution, delivery, and performance of this Agreement by Asset Holding Series do not and will not (a) violate, conflict with, or result in the breach of any provision of Parent LLC's organizational documents or any documents governing the Asset Holding Series, (b) conflict with or violate any law or governmental order applicable to Asset Holding Series, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise, or other instrument or arrangement to which Asset Holding Series is a party.
5.4 **No Brokers**. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Asset Holding Series.
## 6. COVENANTS
6.1 **Further Assurances**. From time to time after the Closing, without additional consideration, each Party shall (and shall cause its affiliates to) execute and deliver such further instruments and take such other action as may be necessary or reasonably requested by the other Party to make effective the transactions contemplated by this Agreement and to provide the other Party with the intended benefits of this Agreement.
6.2 **Tax Matters**. Each Party shall be responsible for payment of any transfer taxes, sales taxes, recording fees, and other taxes and fees incurred by it or imposed upon it in connection with the transactions contemplated by this Agreement.
6.3 **Confidentiality**. Each Party shall maintain the confidentiality of all confidential or proprietary information of the other Party disclosed in connection with the transactions contemplated by this Agreement, except as required by law or as necessary to perform its obligations hereunder.
## 7. INDEMNIFICATION
7.1 **Indemnification by Transferor**. Transferor shall indemnify, defend, and hold harmless Asset Holding Series, Parent LLC, and their respective managers, members, officers, employees, agents, and representatives (collectively, the "Asset Holding Series Indemnitees") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, "Losses"), arising out of or resulting from:
(a) Any inaccuracy in or breach of any representation or warranty made by Transferor in this Agreement;
(b) Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Transferor pursuant to this Agreement;
(c) Any Excluded Asset or any liability or obligation of Transferor not expressly assumed by Asset Holding Series under this Agreement; or
(d) Any third-party claim arising out of or resulting from Transferor's ownership or use of the Transferred Assets prior to the Closing.
7.2 **Indemnification by Asset Holding Series**. Asset Holding Series shall indemnify, defend, and hold harmless Transferor and its officers, directors, employees, agents, and representatives (collectively, the "Transferor Indemnitees") from and against any and all Losses arising out of or resulting from:
(a) Any inaccuracy in or breach of any representation or warranty made by Asset Holding Series in this Agreement;
(b) Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Asset Holding Series pursuant to this Agreement; or
(c) Any third-party claim arising out of or resulting from Asset Holding Series' ownership or use of the Transferred Assets after the Closing.
7.3 **Series Liability Protection**. The Parties acknowledge and agree that, pursuant to Texas Business Organizations Code § 101.602, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Asset Holding Series are enforceable against the assets of the Asset Holding Series only, and not against the assets of the Parent LLC generally or any other series thereof. Nothing in this Agreement shall be construed to waive or limit the liability protection afforded to each series under Texas law.
## 8. MISCELLANEOUS
8.1 **Entire Agreement**. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written.
8.2 **Amendments**. This Agreement may only be amended, modified, or supplemented by a written agreement executed by both Parties.
8.3 **Assignment**. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.
8.4 **Notices**. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or by overnight courier to the addresses set forth in the preamble or to such other address as either Party may designate by notice to the other Party.
8.5 **Waiver**. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right.
8.6 **Severability**. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
8.7 **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule.
8.8 **Dispute Resolution**. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in [CITY], Texas, in accordance with the rules of the American Arbitration Association.
8.9 **Counterparts**. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date.
**[TRANSFEROR NAME]**
By: ________________________
Name: ______________________
Title: _______________________
**[PARENT LLC NAME]**, on behalf of **[ASSET HOLDING SERIES NAME]**
By: ________________________
Name: ______________________
Title: _______________________
---
## EXHIBIT A
**DESCRIPTION OF TRANSFERRED ASSETS**
### Schedule 1 - Equipment and Machinery
[Detailed description of all equipment and machinery being transferred, including make, model, serial numbers, year of manufacture, location, and condition as applicable]
### Schedule 2 - Intellectual Property
[Detailed description of all intellectual property being transferred, including registration/application numbers, jurisdictions, expiration dates, and other identifying information as applicable]
### Schedule 3 - Other Assets
[Description of any other assets being transferred]
---
## EXHIBIT B
**EXCLUDED ASSETS**
[Description of any assets specifically excluded from the transfer]
---
## EXHIBIT C
**CONSIDERATION**
[Detailed description of the consideration for the transfer, which may include cash payment, membership interests, promissory note, assumption of liabilities, or other forms of consideration, along with payment terms, escrow arrangements, etc.]
---
## EXHIBIT D
**FORM OF BILL OF SALE**
[Form of bill of sale for tangible personal property]
---
## EXHIBIT E
**FORM OF INTELLECTUAL PROPERTY ASSIGNMENT**
[Form of assignment for intellectual property rights]

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# PROPERTY USAGE AGREEMENT
## Between Series of a Texas Series Limited Liability Company
**THIS ASSET USAGE AGREEMENT** (the "Agreement") is made and entered into as of ________________, 20____ (the "Effective Date").
**BY AND BETWEEN:**
**[PARENT LLC NAME]**, a Texas series limited liability company with its principal place of business at [ADDRESS] (the "Parent LLC"), on behalf of:
**[ASSET HOLDING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Asset Holding Series")
**AND**
**[OPERATING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Operating Series")
(Each individually a "Party" and collectively the "Parties")
## RECITALS
**WHEREAS**, Parent LLC is a series limited liability company duly formed and validly existing under the laws of the State of Texas;
**WHEREAS**, pursuant to the Texas Business Organizations Code § 101.601 et seq., Parent LLC has established both the Asset Holding Series and the Operating Series as separate series of the Parent LLC, each with separate rights, powers, and duties with respect to specified property and obligations, and with separate business purposes as defined in the Company Agreement of Parent LLC;
**WHEREAS**, Asset Holding Series owns and holds title to certain assets as more particularly described in Exhibit A attached hereto (the "Assets");
**WHEREAS**, Operating Series desires to use the Assets in connection with its business operations; and
**WHEREAS**, Asset Holding Series desires to grant Operating Series the right to use the Assets subject to the terms and conditions set forth herein.
**NOW, THEREFORE**, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
## 1. GRANT OF RIGHT TO USE
1.1 **Right to Use**. Asset Holding Series hereby grants to Operating Series the right to use the Assets listed in Exhibit A for the Term (as defined below), subject to the terms and conditions of this Agreement.
1.2 **Ownership**. The Parties acknowledge and agree that the Assets shall remain the sole and exclusive property of Asset Holding Series, and Operating Series shall acquire no ownership, title, or other proprietary interest in the Assets except as expressly set forth in this Agreement.
## 2. TERM AND TERMINATION
2.1 **Term**. This Agreement shall commence on the Effective Date and shall continue for a period of [TERM PERIOD] (the "Initial Term"), unless earlier terminated as provided herein.
2.2 **Renewal**. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive [RENEWAL PERIOD] periods (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal at least [NOTICE PERIOD] prior to the end of the then-current Term.
2.3 **Termination**. This Agreement may be terminated:
(a) By mutual written agreement of the Parties;
(b) By either Party upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [CURE PERIOD] days after receiving written notice thereof;
(c) Automatically, if either Party ceases to be a series of the Parent LLC; or
(d) By Asset Holding Series immediately upon written notice if Operating Series uses the Assets in a manner that violates applicable law or that materially threatens damage to the Assets.
2.4 **Effect of Termination**. Upon termination or expiration of this Agreement for any reason:
(a) All rights granted to Operating Series hereunder shall immediately terminate;
(b) Operating Series shall immediately cease all use of the Assets;
(c) Operating Series shall, at its expense, promptly return the Assets to Asset Holding Series in the same condition as they were provided, reasonable wear and tear excepted; and
(d) Any amounts due to Asset Holding Series shall become immediately payable.
## 3. USAGE FEE
3.1 **Fee**. In consideration for the right to use the Assets, Operating Series shall pay to Asset Holding Series a usage fee as set forth in Exhibit B (the "Usage Fee").
3.2 **Payment Schedule**. The Usage Fee shall be paid [PAYMENT FREQUENCY] on or before the [DAY] day of each [MONTH/QUARTER/YEAR], without demand, offset, or deduction.
3.3 **Late Payments**. Any payments not made within [GRACE PERIOD] days of the due date shall bear interest at the rate of [INTEREST RATE]% per annum from the due date until paid in full.
## 4. MAINTENANCE AND REPAIRS
4.1 **Routine Maintenance**. [PARTY RESPONSIBLE] shall be responsible for routine maintenance of the Assets as described in Exhibit C.
4.2 **Repairs**. Operating Series shall promptly notify Asset Holding Series of any damage to the Assets or need for repairs. [PARTY RESPONSIBLE] shall be responsible for all repairs necessary to maintain the Assets in good working condition.
4.3 **Improvements**. Operating Series shall not make any alterations, additions, or improvements to the Assets without the prior written consent of Asset Holding Series. Any approved alterations, additions, or improvements shall become the property of Asset Holding Series.
## 5. INSURANCE
5.1 **Required Insurance**. [PARTY RESPONSIBLE] shall, at its own expense, maintain insurance coverage for the Assets as specified in Exhibit D during the Term.
5.2 **Proof of Insurance**. Upon request, [PARTY RESPONSIBLE] shall provide evidence of insurance coverage to the other Party.
## 6. USE OF ASSETS
6.1 **Permitted Use**. Operating Series shall use the Assets solely in connection with its legitimate business operations and in accordance with applicable laws, regulations, and the terms of this Agreement.
6.2 **Prohibited Uses**. Operating Series shall not:
(a) Use the Assets for any unlawful purpose;
(b) Use the Assets in any manner that could damage, disable, or impair the Assets;
(c) Sublicense, lease, rent, sell, or otherwise transfer the right to use the Assets; or
(d) Use the Assets in any manner inconsistent with the terms of this Agreement.
## 7. REPRESENTATIONS AND WARRANTIES
7.1 **Asset Holding Series Representations**. Asset Holding Series represents and warrants that:
(a) It has the right and authority to enter into this Agreement and to grant the rights provided herein;
(b) It has good and marketable title to the Assets, free and clear of all liens, encumbrances, and other restrictions; and
(c) To its knowledge, the Assets do not infringe upon or violate the rights of any third party.
7.2 **Operating Series Representations**. Operating Series represents and warrants that:
(a) It has the right and authority to enter into this Agreement; and
(b) It shall use the Assets in compliance with all applicable laws, regulations, and the terms of this Agreement.
## 8. LIMITATION OF LIABILITY
8.1 **Disclaimer of Warranties**. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ASSETS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8.2 **Limitation of Liability**. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
## 9. INDEMNIFICATION
9.1 **Operating Series Indemnification**. Operating Series shall indemnify, defend, and hold harmless Asset Holding Series, the Parent LLC, and their respective managers, members, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(a) Operating Series' use of the Assets;
(b) Operating Series' breach of this Agreement; or
(c) Operating Series' violation of any applicable law or regulation.
9.2 **Asset Holding Series Indemnification**. Asset Holding Series shall indemnify, defend, and hold harmless Operating Series, the Parent LLC, and their respective managers, members, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(a) Any material defect in the Assets that existed prior to the Effective Date;
(b) Asset Holding Series' breach of this Agreement; or
(c) Asset Holding Series' violation of any applicable law or regulation.
## 10. RELATIONSHIP OF THE PARTIES
10.1 **No Joint Venture**. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
10.2 **Series Liability Protection**. The Parties acknowledge and agree that, pursuant to Texas Business Organizations Code § 101.602, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to one series are enforceable against the assets of that series only, and not against the assets of the Parent LLC generally or any other series thereof. Nothing in this Agreement shall be construed to waive or limit the liability protection afforded to each series under Texas law.
## 11. MISCELLANEOUS
11.1 **Entire Agreement**. This Agreement, including all exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written.
11.2 **Amendments**. This Agreement may only be amended, modified, or supplemented by a written agreement executed by both Parties.
11.3 **Assignment**. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.
11.4 **Notices**. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or by overnight courier to the addresses set forth in the preamble or to such other address as either Party may designate by notice to the other Party.
11.5 **Waiver**. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right.
11.6 **Severability**. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
11.7 **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule.
11.8 **Dispute Resolution**. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in [CITY], Texas, in accordance with the rules of the American Arbitration Association.
11.9 **Counterparts**. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date.
**[PARENT LLC NAME]**, on behalf of **[ASSET HOLDING SERIES NAME]**
By: ________________________
Name: ______________________
Title: _______________________
**[PARENT LLC NAME]**, on behalf of **[OPERATING SERIES NAME]**
By: ________________________
Name: ______________________
Title: _______________________
---
## EXHIBIT A
**DESCRIPTION OF ASSETS**
[Detailed description of all assets covered by this agreement, including identification numbers, locations, and conditions as applicable]
---
## EXHIBIT B
**USAGE FEE SCHEDULE**
[Detailed payment terms, amounts, calculation methods, etc.]
---
## EXHIBIT C
**MAINTENANCE RESPONSIBILITIES**
[Detailed breakdown of maintenance responsibilities for each party]
---
## EXHIBIT D
**INSURANCE REQUIREMENTS**
[Detailed insurance requirements including types of coverage, minimum coverage amounts, etc.]

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# Definitions
For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Article 2 shall have the meaning provided elsewhere in this Agreement or, if not defined in this Agreement, the meaning provided in the Texas Business Organizations Code.
### A. Corporate Structure and Governance Terms
1. **Agreement**: This Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time.
2. **Board** or **Board of Directors**: The governing body which provides overall governance and strategic direction for all TSYS Group entities and operations through its various committees.
3. **Cell Series**: A series established under the Company that may contain multiple subsidiary series and maintain its own governance structure, as more particularly described in Section 4.5.
4. **Company**: Turnkey Network Systems LLC, a Texas Series Limited Liability Company.
5. **Company Committee**: The governing committee of the Board specifically responsible for overseeing Turnkey Network Systems LLC and its series. The Company Committee consists of independent directors elected by the members of all series of the Company.
6. **Consent Decision-Making**: A decision-making process where decisions are made when no member presents a reasoned and paramount objection, as more particularly described in Section 7.8.3.
7. **Double-Linking**: A governance structure where each circle is connected to its parent circle by both an appointed Operational Leader and an elected Circle Representative, as more particularly described in Section 7.8.2.
8. **Effective Date**: The date on which this Agreement becomes effective, as set forth in Section 1.1.
9. **Execution Date**: The date on which this Agreement is executed by the Company through its authorized representative(s).
10. **General Circle**: The highest governance circle in the sociocratic structure, consisting of the TSYS Group Board, as more particularly described in Section 7.9.1.
11. **Independent Director**: A natural person serving on the Company Committee who meets all of the following criteria:
- Is not a member of any series;
- Has no direct or indirect ownership interest in any series;
- Has no Immediate Family Members who are series members; and
- Has no Material Business Relationship with any series.
12. **Meeting**: Any duly called assembly of members, directors, or committee members, whether conducted in person, virtually, or through a hybrid approach, for the purpose of conducting Company business.
13. **Operating Series**: A series of the Company that actively conducts business operations, as distinguished from asset-holding series or Cell series.
14. **Primary Circle**: A governance circle directly connected to the General Circle, as more particularly described in Section 7.9.2.
15. **Remote Participation**: Participation in any Meeting through electronic means such as video conferencing, teleconferencing, or other digital communication platforms that allow for real-time interaction.
16. **Schedule**: Any of the lettered attachments to this Agreement (Schedule A through Schedule H) which contain additional details, specifications, or procedures referenced in the main body of this Agreement.
17. **Series**: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601 et seq., having separate rights, powers, and duties with respect to specified property and obligations, and having separate business purposes or investment objectives.
18. **Series Member**: A person or entity holding a membership interest in a specific series.
19. **Series Operating Agreement**: The governing document for a specific series that details the rights, responsibilities, and relationships among the series members, the series, and the Company, adopted in accordance with Section 4.1.2.
20. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3.
21. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1.
22. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board.
23. **Technology Oversight Committee**: The committee of the Board responsible for oversight of all technology services, systems, and infrastructure used by the Company and its series.
24. **Governing Law**: The laws of the State of Texas, without giving effect to any choice of law or conflict of law provisions.
25. **Jurisdiction**: The state and federal courts located in Travis County, Texas, which shall have exclusive jurisdiction over any dispute arising under this Agreement.
26. **Quorum**: The minimum number of participants required to be present at a Meeting for valid transaction of business, as defined in the applicable governance document.
27. **Super-Majority**: A voting threshold requiring approval of at least two-thirds (2/3) of the voting interests entitled to vote on a matter, unless otherwise specified in this Agreement or an applicable Series Operating Agreement.
28. **Governance Policies**: Written policies adopted by the Board or appropriate committees governing operational, financial, technological, compliance, or other aspects of Company and series operations.
### B. Membership and Economic Terms
29. **Accredited Investor**: An investor who meets the definition of "accredited investor" set forth in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
30. **Capital Contribution**: Any contribution of property or services made by or on behalf of a Member to the Company or a series. As provided in this Agreement, the Company and its series do not accept capital contributions that establish capital accounts, but may accept services, property, or other valuable consideration in exchange for issuance of Profit Interests.
31. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2.
32. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3.
33. **Class C Membership Interest**: A membership interest acquired through involuntary transfer with limited economic rights and no voting rights, as more particularly described in Section 5.4.
34. **Distribution**: Any transfer of cash or other property from a series to a Series Member in respect of the Member's membership interest.
35. **Immediate Family Members**: A person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law and any person (other than a tenant or employee) sharing the household of such person
36. **Involuntary Transfer**: Any transfer of a membership interest that occurs through court judgment, execution upon judgment, assignment in satisfaction of debt, charging order, contested divorce proceeding, bankruptcy proceeding, or any other non-voluntary mechanism, as more particularly described in Section 5.4.
37. **Material Business Relationship**: Any commercial relationship with a series exceeding $10,000 in annual value, consulting or advisory relationship with a series, position with a series, ownership interest in a vendor to any series, financial obligation between a Director and any series, or joint venture or partnership interest with any series, as more particularly described in Section 7.4.1.
38. **Member**: A person or entity who holds a membership interest in a series and who has been admitted to the series in accordance with the applicable Series Operating Agreement.
39. **Membership Interest**: A Member's rights in a series, including economic rights, voting rights (if any), and rights to information.
40. **Profit Interest**: An interest in the future profits of a series that does not include any capital interest or obligation to contribute capital, as implemented through the three-class system described in Article 5.
41. **Securities Act**: The Securities Act of 1933, as amended.
42. **Transfer**: Any direct or indirect sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition.
43. **Treasury Regulations**: The regulations promulgated by the United States Department of the Treasury under the Internal Revenue Code, as amended from time to time.
44. **Drag-Along Rights**: The right of specified Members to require other Members to join in a sale of membership interests under certain circumstances, as may be specified in an applicable Series Operating Agreement.
45. **Tag-Along Rights**: The right of specified Members to participate in a sale of membership interests by other Members under certain circumstances, as may be specified in an applicable Series Operating Agreement.
46. **Vesting Schedule**: A schedule establishing the timing and conditions under which a Member's rights in a Membership Interest become non-forfeitable, as specified in the applicable Series Operating Agreement or grant documentation.
47. **Valuation Formula**: The methodology specified in a Series Operating Agreement for determining the value of Membership Interests for purposes of Transfer, redemption, or other transactions involving such interests.
48. **Forced Redemption**: The mandatory redemption of a Member's Membership Interest as provided in an applicable Series Operating Agreement or under circumstances specified in this Agreement.
### C. Operational and Technical Terms
49. **Business Day**: Any day other than a Saturday, Sunday, or a day on which commercial banks in Austin, Texas are authorized or required by law to close.
50. **Electronic Records**: Digital documentation maintained in electronic format, including but not limited to electronic signatures, digital certificates, blockchain records, cloud-based storage systems, and other digital formats approved by the Company Committee, as more particularly described in Section 3.2.
51. **Fiscal Year**: The Company's fiscal year, which shall be the calendar year unless otherwise determined by the Board.
52. **IT Services**: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including but not limited to network infrastructure, software systems, data storage and management, security services, technical support, and infrastructure management, as more particularly described in Schedule A to this Agreement.
53. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group.
54. **SLA** or **Service Level Agreement**: A documented agreement between a service provider and a customer that defines the expected level of service, performance metrics, and responsibilities.
55. **The Campus Trading Company** or **TCTC**: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group.
56. **Transaction and Treasury Services**: All financial transaction and treasury services provided exclusively by The Campus Trading Company (series) LLC, including but not limited to payment processing, treasury management, financial settlements, banking relationships, cash management, and financial controls, as more particularly described in Schedule B to this Agreement.
57. **Intellectual Property**: All patents, trademarks, copyrights, trade secrets, know-how, proprietary information, inventions, methods, processes, formulas, designs, and other intellectual property rights owned by or licensed to the Company or any series.
58. **Confidential Information**: Any non-public, proprietary, or sensitive information related to the Company or any series, including but not limited to trade secrets, business plans, financial data, customer information, product information, and technological data, as more particularly described in Section 10.6.
59. **Material Adverse Effect**: Any change, event, circumstance, development, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, financial condition, assets, or liabilities of the Company or any series; (b) the ability of the Company or any series to perform its obligations under this Agreement; or (c) the validity or enforceability of this Agreement.
60. **Force Majeure Event**: Any circumstance not within the reasonable control of the affected party including, without limitation, acts of God, flood, drought, earthquake, storm, fire, pandemic, epidemic, civil unrest, war, terrorist attack, and governmental actions, as more particularly described in Section 10.8.
### D. Entity-Specific Terms
61. **Redwood Family Office Group** or **REDWFO**: Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC, the multi-stakeholder family office for Company stakeholders, as more particularly described in Section 4.6.3.2.
62. **Redwood Springs Capital Partners Group** or **RWSCP**: Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC, the exclusive capital raising entity for all series, as more particularly described in Section 3.3.
63. **Wyble Family Office Group** or **WFO Group**: Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC, the private family office LLC of the Company founders, as more particularly described in Section 4.6.3.1.
64. **Cell Board**: The governing body of a Cell Series, established in accordance with the applicable Cell Series Operating Agreement.
65. **Founders**: Charles Wyble and Patti Wyble, as the original founders of the Company.
66. **Family Office Services**: The comprehensive wealth management, financial planning, tax planning, estate planning, investment management, and related services provided by family office entities within the TSYS Group structure.
67. **Strategic Services**: The shared strategic planning, market analysis, business development, and advisory services provided by designated series within the TSYS Group structure.
68. **Asset Management Services**: The investment management, portfolio administration, performance reporting, and related services provided by designated series within the TSYS Group structure.
### E. Legal and Compliance Terms
69. **Certificate of Formation**: The Certificate of Formation of the Company filed with the Texas Secretary of State on [INSERT DATE], as amended from time to time.
70. **Indemnified Person**: A person entitled to indemnification under Section 10.7.
71. **TBOC**: The Texas Business Organizations Code, as amended from time to time.
72. **Tax Matters Representative**: The person designated to represent the Company or a series in tax matters, as described in the applicable Series Operating Agreement.
73. **Regulatory Approvals**: Any consents, authorizations, approvals, filings, or exemptions required from any governmental authority for the operation of the Company or any series or the performance of activities contemplated by this Agreement.
74. **Legal Compliance Program**: The policies, procedures, training, monitoring, and reporting systems established by the Company to ensure compliance with applicable laws and regulations.
75. **Privacy Policy**: The Company's policies regarding the collection, use, storage, sharing, and protection of personal information, available to all Members upon request.
76. **Data Protection Laws**: All applicable laws relating to data protection and privacy, including without limitation the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other state and federal privacy laws.
77. **Litigation Hold**: A directive requiring the preservation of certain records and information when litigation is reasonably anticipated, pending, or threatened.
78. **Regulatory Filings**: All required filings, reports, registrations, notices, or other submissions to governmental or regulatory authorities.
79. **Record Retention Policy**: The Company's policies regarding the retention, storage, and destruction of records, maintained in accordance with legal requirements and business needs.
80. **Compliance Officer**: The person designated by the Board to oversee the Company's compliance with applicable laws, regulations, and internal policies.

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# HFNOC / HFNFC Operating Agreement Instructions
I need to create an operating agreement for High Flight Network Operating Company Group (series) LLC (HFNOC), and High Flight Network Finance Company Group (HFNFC) which are both series of Turnkey Network Systems LLC. Please incorporate the following key elements:
1. HFNOC's /HFNFC’s Board has ultimate governing authority over all HFNOC/HFNFC operations, decisions, policies, and affairs. While HFNOC / HFNFC exists as series of the Parent LLC, they maintains fully autonomous decision-making authority.
2. The FairShares Model with four stakeholder categories:
- Founder Members
- Labor Members
- User Members
- Investor Members
3. Equal distribution principles:
- Total profits allocated between categories according to specified percentages [leave placeholders]
- Within each category, all members receive equal profit interests regardless of contribution size
- Each category has proportional board representation based on their allocation ratio
4. Three-class membership structure (to comply with parent LLC requirements):
- Class A: full voting and economic rights
- Class B: economic rights only
- Class C: limited rights (resulting from involuntary transfers)
5. Electronic membership registry maintained by KNEL, which is the mandatory IT service provider.
6. Relationship with High Flight Network Finance Company (HFNFC):
- HFNOC must ONLY use HFNFC for all network buildout financing
- HFNOC's Board maintains operational authority over network buildouts while HFNFC has financing authority
- Establish a permanent HFNFC Coordination Committee of the HFNOC Board with specific duties including:
* Regular meetings with HFNFC leadership
* Coordinating the financing application process
* Monitoring the relationship and resolving disputes
* Reporting to the full HFNOC Board quarterly
* Developing standardized processes and documentation
7. Dedicated oversight committee for each subsidiary series of HFNOC, with:
- At least three Board members from different stakeholder categories
- Regular reporting to the full HFNOC Board
- Monitoring of operations, performance, and compliance
8. Provisions for Section 83(b) elections for profit interests subject to vesting.
9. Sociocratic governance principles with interconnected circles, double-linking, and consent-based decision-making.
10. HFNOC is in the business of planning, building, deploying, and operating internet service provider points of presence.
10. HFNFC is in the business of financing the land, buildings, construction, equipment etc needed for a successful HFNOC deployment.
Please create a comprehensive operating agreement that addresses all these elements while ensuring the HFNOC/HFNFC Board's ultimate authority is clear throughout.
Please reference ./HFNOC-DraftOperatingAgreement.md for an existing draft we created awhile ago.

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# OPERATING AGREEMENT OF REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC A TEXAS SERIES LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (the "Agreement") of REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC, a Texas series limited liability company (the "Company"), is made and entered into effective as of [DATE], by and between the Company and WYBLE FAMILY OFFICE GROUP LLC - REDWOOD GP SERIES, a Texas series limited liability company (the "Member" or "General Partner").
## RECITALS
WHEREAS, the Company has been organized as a series limited liability company under the Texas Business Organizations Code (the "TBOC");
WHEREAS, the Company is a protected series of Turnkey Network Systems LLC, a Texas series limited liability company (the "Parent LLC");
WHEREAS, the Company will operate under the trade name "Redwood Springs Capital Partners LLC";
WHEREAS, the Company is being formed to serve as a capital management company that will create, manage, and operate investment funds organized as series limited liability companies ("Fund Series") under the Company;
WHEREAS, the Member desires to set forth the rights, obligations, and duties of the Member, the management and operation of the Company, and the creation and management of Fund Series;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:
## ARTICLE I
## ORGANIZATION
### 1.1 Formation
The Company has been formed as a series limited liability company under and pursuant to the provisions of the TBOC. The rights and liabilities of the Member shall be as provided under the TBOC, the Certificate of Formation, and this Agreement.
### 1.2 Name
The name of the Company is "Redwood Springs Capital Partners Group LLC". The Company may conduct business under the name "Redwood Springs Capital Partners LLC" or other names as determined by the Member from time to time.
### 1.3 Registered Office; Registered Agent
The Company's initial registered office and the name of its initial registered agent shall be as set forth in the Certificate of Formation. The Member may change the registered office and registered agent as it deems necessary from time to time.
### 1.4 Principal Place of Business
The principal place of business of the Company shall be at such place as the Member may designate from time to time.
### 1.5 Purpose
The Company is organized for the purpose of:
(a) Creating, managing, and operating Fund Series that will make investments in various business enterprises;
(b) Serving as a capital management company that will handle all capital raising and capitalization for other series of the Parent LLC;
(c) Engaging in any lawful business, purpose, or activity permitted under the TBOC; and
(d) Having and exercising all of the powers conferred by the TBOC.
### 1.6 Term
The term of the Company commenced on the date the Certificate of Formation was filed with the Texas Secretary of State and shall continue until the Company is dissolved in accordance with the provisions of this Agreement.
### 1.7 Relationship to Parent LLC
The Company is a protected series of the Parent LLC. As a "Cell Series," the Company shall maintain enhanced autonomy from the Parent LLC as set forth in this Agreement.
## ARTICLE II
## CAPITAL CONTRIBUTIONS
### 2.1 Initial Capital Contributions
The Member shall not be required to make any initial capital contribution to the Company. Any expenses associated with the formation, management, or administration of the Company shall be borne by the Member.
### 2.2 Additional Capital Contributions
The Member shall not be required to make any additional capital contributions to the Company. The Member may, in its sole discretion, make additional capital contributions to the Company as it deems necessary or appropriate.
### 2.3 Capital Accounts
A capital account shall be established and maintained for the Member in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder.
### 2.4 No Interest on Capital Contributions
The Member shall not be entitled to receive any interest on its capital contributions.
### 2.5 No Withdrawal of Capital Contributions
The Member shall not be entitled to withdraw any part of its capital contributions except as expressly provided in this Agreement.
## ARTICLE III
## MEMBERS AND MEMBERSHIP INTERESTS
### 3.1 Initial Member
The initial Member of the Company is Wyble Family Office Group LLC - Redwood GP Series. The Member shall also serve as the General Partner of the Company.
### 3.2 Membership Interests
The Member shall own one hundred percent (100%) of the membership interests of the Company, including one hundred percent (100%) of the profits, losses, and distributions of the Company.
### 3.3 Limited Liability
The Member shall not be liable for the debts, liabilities, or obligations of the Company beyond the amount of capital contributions made by the Member.
### 3.4 Additional Members
No additional members shall be admitted to the Company without the prior written consent of the Member.
### 3.5 Meetings of Members
As the Company has only one Member, no meetings of members are required. All actions requiring the vote or approval of members may be taken by written consent of the Member.
## ARTICLE IV
## MANAGEMENT AND CONTROL
### 4.1 Management by Member
The business and affairs of the Company shall be managed by the Member acting in its capacity as the General Partner. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business.
### 4.2 Board of Directors
The Company shall have a Board of Directors (the "Board") that shall provide oversight and strategic direction for the Company. The Board shall have such authority and responsibilities as delegated by the Member. [PLACEHOLDER: Board composition, appointment process, powers, and procedures will be inserted here.]
### 4.3 Officers
The Member may, from time to time, designate one or more individuals as officers of the Company. The officers shall serve at the pleasure of the Member and shall have such titles and duties as the Member may determine.
### 4.4 Limitation of Liability
To the fullest extent permitted by applicable law, the Member, the directors, and the officers of the Company shall not be liable to the Company for any loss, damage, or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement.
### 4.5 Indemnification
To the fullest extent permitted by applicable law, the Member, the directors, and the officers of the Company shall be entitled to indemnification from the Company for any loss, damage, or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement.
## ARTICLE V
## ALLOCATIONS AND DISTRIBUTIONS
### 5.1 Allocations of Profits and Losses
All profits and losses of the Company shall be allocated to the Member.
### 5.2 Distributions
Distributions shall be made to the Member at the times and in the amounts determined by the Member. All distributions shall be made to the Member.
### 5.3 Tax Distributions
The Company shall make distributions to the Member in amounts sufficient to satisfy the Member's tax obligations arising from the Company's operations.
## ARTICLE VI
## FUND SERIES
### 6.1 Establishment of Fund Series
The Company shall have the authority to establish one or more Fund Series without requiring approval from the Parent LLC. Each Fund Series shall be established by filing a Certificate of Formation for a Protected Series with the Texas Secretary of State and by adopting a series operating agreement.
### 6.2 Purpose of Fund Series
Each Fund Series shall be established for the purpose of raising capital from limited partners and making investments in accordance with the investment strategy established for such Fund Series.
### 6.3 Management of Fund Series
Each Fund Series may be member-managed or manager-managed, as determined by the Member at the time of establishing such Fund Series. The Company, acting through the Member, shall have the authority to manage and control the business and affairs of each Fund Series, subject to the terms of the applicable series operating agreement.
### 6.4 Limited Partners
Each Fund Series may admit limited partners in accordance with the terms of the applicable series operating agreement. The admission, withdrawal, or removal of limited partners shall not require approval from the Parent LLC.
### 6.5 Capital Contributions to Fund Series
The Company, acting as the general partner of each Fund Series, shall make capital contributions to such Fund Series as required by the applicable series operating agreement. Limited partners shall make capital contributions to the applicable Fund Series as set forth in the applicable series operating agreement or subscription agreement.
### 6.6 Profits and Losses of Fund Series
The profits and losses of each Fund Series shall be allocated between the Company (as general partner) and the limited partners in accordance with the applicable series operating agreement. Typically, this will include:
(a) Management Fees: [PLACEHOLDER: Management fee structure to be determined for each Fund Series]
(b) Carried Interest: [PLACEHOLDER: Carried interest structure to be determined for each Fund Series]
(c) Hurdle Rate: [PLACEHOLDER: Hurdle rate to be determined for each Fund Series]
(d) Distribution Waterfall: [PLACEHOLDER: Distribution waterfall to be determined for each Fund Series]
### 6.7 Dissolution of Fund Series
The Company shall have the authority to dissolve any Fund Series in accordance with the applicable series operating agreement without requiring approval from the Parent LLC.
### 6.8 Relationship between Fund Series
Each Fund Series shall maintain separate and distinct records, assets, liabilities, business operations, and purposes. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund Series shall be enforceable only against the assets of that Fund Series and not against the assets of the Company generally or any other Fund Series.
## ARTICLE VII
## BOOKS, RECORDS, AND ACCOUNTING
### 7.1 Books and Records
The Company shall maintain complete and accurate books and records of the Company's business and affairs as required by the TBOC. Such books and records shall be maintained at the Company's principal place of business.
### 7.2 Fiscal Year
The fiscal year of the Company shall be the calendar year.
### 7.3 Bank Accounts
The Member shall maintain one or more accounts in the name of the Company at such banks or other financial institutions as the Member shall determine. The Member shall determine who shall have the authority to make deposits to and withdrawals from such accounts.
### 7.4 Tax Matters
The Member shall serve as the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code. The Member shall have the authority to make all tax elections and decisions on behalf of the Company.
### 7.5 Financial Reports
The Company shall prepare and provide to the Member such financial reports as the Member may reasonably request. The Company shall provide financial reports to investors in each Fund Series in accordance with the applicable series operating agreement.
## ARTICLE VIII
## TRANSFERS OF INTERESTS
### 8.1 Restriction on Transfers
The Member shall not transfer all or any portion of its membership interest in the Company without the prior written consent of the Parent LLC, which consent shall not be unreasonably withheld, conditioned, or delayed.
### 8.2 Permitted Transfers
Notwithstanding Section 8.1, the Member may transfer all or any portion of its membership interest in the Company to any entity that is controlled by, controlling, or under common control with the Member without the consent of the Parent LLC.
### 8.3 Transfers of Limited Partner Interests
Limited partners in any Fund Series may transfer their limited partner interests only in accordance with the terms of the applicable series operating agreement. Typically, such transfers will be subject to:
(a) Right of First Refusal: [PLACEHOLDER: Right of first refusal provisions to be determined for each Fund Series]
(b) Approval Requirements: [PLACEHOLDER: Approval requirements to be determined for each Fund Series]
(c) Transfer Restrictions: [PLACEHOLDER: Transfer restrictions to be determined for each Fund Series]
### 8.4 Withdrawal or Removal of Limited Partners
Limited partners may withdraw from or be removed from any Fund Series only in accordance with the terms of the applicable series operating agreement. Typically, such withdrawals or removals will be subject to:
(a) Withdrawal Limitations: [PLACEHOLDER: Withdrawal limitations to be determined for each Fund Series]
(b) Removal for Cause: [PLACEHOLDER: Removal for cause provisions to be determined for each Fund Series]
(c) Buyout Provisions: [PLACEHOLDER: Buyout provisions to be determined for each Fund Series]
## ARTICLE IX
## CONFIDENTIALITY AND NON-DISCLOSURE
### 9.1 Confidential Information
The Member acknowledges that in connection with its membership in the Company, it will receive or have access to confidential and proprietary information of the Company, the Fund Series, and their respective portfolio companies, including, without limitation, financial information, investment strategies, investor lists, business plans, and other proprietary information ("Confidential Information"). The Member agrees to maintain the confidentiality of all Confidential Information and not to disclose such Confidential Information to any third party without the prior written consent of the Company.
### 9.2 Exceptions
The obligations set forth in Section 9.1 shall not apply to any Confidential Information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Member, (b) was known by the Member prior to its disclosure by the Company, (c) becomes known to the Member from a source other than the Company, provided that such source is not known by the Member to be bound by a confidentiality agreement with the Company, or (d) is required to be disclosed by law or legal process.
### 9.3 Return of Confidential Information
Upon the dissolution of the Company, the Member shall return or destroy all Confidential Information in its possession.
## ARTICLE X
## NON-COMPETITION AND NON-SOLICITATION
### 10.1 Non-Competition
During the term of the Company and for a period of one (1) year following the dissolution of the Company, the Member shall not, directly or indirectly, engage in any business that competes with the business of the Company or any Fund Series within the State of Texas.
### 10.2 Non-Solicitation
During the term of the Company and for a period of two (2) years following the dissolution of the Company, the Member shall not, directly or indirectly, solicit any investor, portfolio company, or service provider of the Company or any Fund Series for the purpose of providing services that are competitive with the services provided by the Company or any Fund Series.
### 10.3 Acknowledgment
The Member acknowledges that the restrictions contained in this Article X are reasonable and necessary to protect the legitimate interests of the Company and that any violation of such restrictions would result in irreparable harm to the Company.
## ARTICLE XI
## REPORTING REQUIREMENTS
### 11.1 Reports to Member
The Company shall provide to the Member the following reports:
(a) Annual financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within ninety (90) days after the end of each fiscal year;
(b) Quarterly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within forty-five (45) days after the end of each fiscal quarter;
(c) Monthly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within thirty (30) days after the end of each fiscal month; and
(d) Such other reports as the Member may reasonably request from time to time.
### 11.2 Reports to Limited Partners
The Company shall provide to the limited partners of each Fund Series such reports as are required by the applicable series operating agreement. Typically, such reports will include:
(a) Annual audited financial statements of the Fund Series;
(b) Quarterly unaudited financial statements of the Fund Series;
(c) Annual tax information, including Schedule K-1s; and
(d) Quarterly investment reports, including summaries of portfolio companies, investment performance, and significant events.
## ARTICLE XII
## DISPUTE RESOLUTION
### 12.1 Negotiation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof, the parties shall attempt in good faith to resolve such dispute, controversy, or claim by negotiation between representatives of each party with authority to settle the dispute.
### 12.2 Mediation
If the dispute, controversy, or claim is not resolved by negotiation within thirty (30) days after a party has requested such negotiation, then the parties shall attempt in good faith to resolve the dispute through non-binding mediation conducted in [COUNTY], Texas, in accordance with the mediation rules of the American Arbitration Association.
### 12.3 Arbitration
If the dispute, controversy, or claim is not resolved by mediation within sixty (60) days after the appointment of a mediator, then the dispute, controversy, or claim shall be settled by binding arbitration conducted in [COUNTY], Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a panel of three (3) arbitrators, one selected by each party and the third selected by the two party-appointed arbitrators. The arbitrators shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including specific performance of any obligation under this Agreement. The award of the arbitrators shall be final and binding on the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
### 12.4 Costs and Attorneys' Fees
Each party shall bear its own costs and attorneys' fees in connection with any negotiation, mediation, or arbitration pursuant to this Article XII; provided, however, that the arbitrators may award costs and attorneys' fees to the prevailing party in any arbitration.
## ARTICLE XIII
## DISSOLUTION AND WINDING UP
### 13.1 Dissolution
The Company shall be dissolved upon the occurrence of any of the following events:
(a) The written consent of the Member;
(b) The sale or other disposition of all or substantially all of the Company's assets; or
(c) The entry of a decree of judicial dissolution under the TBOC.
### 13.2 Winding Up
Upon dissolution of the Company, the Member shall wind up the Company's affairs in accordance with the TBOC. The Member shall have the authority to liquidate the Company's assets, pay the Company's liabilities, and distribute the remaining assets to the Member.
### 13.3 Continuation of Existence
Notwithstanding the dissolution of the Company, the Company shall continue to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it, and enabling it to collect and discharge obligations, dispose of and convey its property, and collect and divide its assets.
### 13.4 Reporting Requirements
The Company shall satisfy its reporting requirements with the State of Texas upon dissolution.
## ARTICLE XIV
## MISCELLANEOUS
### 14.1 Amendments
This Agreement may be amended only by a written instrument executed by the Member.
### 14.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law.
### 14.3 Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.
### 14.4 Entire Agreement
This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter.
### 14.5 Binding Effect
This Agreement shall be binding upon and inure to the benefit of the Member and its successors and assigns.
### 14.6 No Third-Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Member any rights or remedies under or by reason of this Agreement.
### 14.7 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.
MEMBER:
WYBLE FAMILY OFFICE GROUP LLC - REDWOOD GP SERIES
By: ________________________________
Name:
Title:
COMPANY:
REDWOOD SPRINGS CAPITAL PARTNERS GROUP LLC
By: ________________________________
Name:
Title:

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# OPERATING AGREEMENT FOR TURNKEY NETWORK SYSTEMS LLC - [SERIES NAME]
## A SERIES OF TURNKEY NETWORK SYSTEMS LLC
*This Operating Agreement is made and entered into as of [DATE], by and among the Members of [SERIES NAME], a series of Turnkey Network Systems LLC, a Texas Series Limited Liability Company.*
## IMPORTANT NOTICES AND DISCLAIMERS
**SECURITIES LAW DISCLAIMER:** THE PROFITS INTERESTS DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE PROFITS INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED UNLESS (A) REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE SERIES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE SERIES THAT SUCH REGISTRATION IS NOT REQUIRED.
**LEGAL, TAX, AND FINANCIAL ADVICE DISCLAIMER:** THIS OPERATING AGREEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE. THIS AGREEMENT MAY HAVE SIGNIFICANT LEGAL, TAX, FINANCIAL, AND SECURITIES LAW CONSEQUENCES. EACH PROSPECTIVE MEMBER IS ADVISED TO CONSULT WITH THEIR OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT, AND OTHER ADVISORS WITH RESPECT TO THE NEGOTIATION, PREPARATION, AND EXECUTION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY SHOULD CONSTRUE THE CONTENTS OF THIS AGREEMENT, OR ANY OTHER COMMUNICATIONS OR DOCUMENTS, AS LEGAL, TAX, OR INVESTMENT ADVICE.
## ARTICLE I: FORMATION
### 1.1 Formation
Turnkey Network Systems LLC (the "Parent LLC") is a series limited liability company organized under the Texas Business Organizations Code, Chapter 101 (the "Code"). This Operating Agreement governs [SERIES NAME] (the "Series"), which is a separate series of the Parent LLC established pursuant to the Certificate of Formation of the Parent LLC and the Parent LLC Operating Agreement.
### 1.2 Name and D/B/A
The legal name of the Series shall be "[SERIES NAME]," a series of Turnkey Network Systems LLC. The Series shall conduct business under a trade name by filing an assumed name certificate (D/B/A) with appropriate governmental authorities. The business accounts of the Series shall be opened and maintained using the D/B/A name.
### 1.3 Series Independence and Limitation of Liability
The Series:
(a) Is established in accordance with the provisions of the Texas Business Organizations Code and the Parent LLC Operating Agreement as a separate and distinct series of the Parent LLC.
(b) Shall have separate rights, powers, or duties with respect to specified property or obligations of the Parent LLC or profits and losses associated with specified property or obligations.
(c) Shall have a separate business purpose or investment objective.
(d) Shall maintain records and accounts separate and apart from any other series of the Parent LLC.
(e) Shall maintain its own bank accounts, contracts, and business relationships separate from the Parent LLC and any other series.
(f) Shall clearly identify all assets and property owned by the Series as belonging to the Series and not to the Parent LLC or any other series.
(g) Shall conduct all business and execute all contracts in the name of the Series with clear identification of its series status.
To the fullest extent permitted by law, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Series shall be enforceable against the assets of the Series only, and not against the assets of the Parent LLC generally or any other series thereof.
### 1.4 Principal Place of Business
The principal place of business of the Series shall be [ADDRESS] or such other place as the Members may designate from time to time.
### 1.5 Term
The term of the Series shall commence on the filing of the required notices with the Texas Secretary of State and shall continue until terminated in accordance with this Operating Agreement or the Parent LLC Operating Agreement.
### 1.6 Registered Office and Registered Agent
The registered office and registered agent of the Series shall be the same as those designated for the Parent LLC in its Certificate of Formation, as may be changed from time to time.
### 1.7 Purpose
The purpose of the Series shall be to engage in [PURPOSE DESCRIPTION] and any other lawful activity for which a series limited liability company may be organized under Texas law.
## ARTICLE II: MEMBERSHIP AND CAPITAL STRUCTURE
### 2.1 Initial Members
The initial members of the Series (the "Members") and their respective Profits Interests are set forth in Exhibit A attached hereto.
### 2.2 FairShares Model
The Series adopts the FairShares model for its governance and distribution structure. In accordance with this model, there shall be the following classes of Members, with specific roles, rights, and responsibilities as outlined in this Agreement:
(a) **Founder Members**: Founder Members are those individuals or entities who participated in the establishment of the Series business and provided intellectual property, business concepts, strategic direction, or organizational development. Their rights and responsibilities include:
1. Right to receive Profits Interest distributions in proportion to their ownership percentage
2. Voting rights on all Series matters in accordance with Section 3.3
3. Right to participate in major strategic decisions about the Series' business direction
4. Responsibility to safeguard and further develop the Series' intellectual property and core business concepts
5. Responsibility to act as ambassadors for the Series' business mission and values
6. Right to nominate candidates for any officer positions established under Section 3.6
(b) **Labor Members**: Labor Members are those individuals who contribute their time, skills, and expertise to the operations of the Series on a regular basis. Their rights and responsibilities include:
1. Right to receive Profits Interest distributions in proportion to their ownership percentage
2. Voting rights on all Series matters in accordance with Section 3.3
3. Right to participate in decisions affecting labor policies, working conditions, and operational processes
4. Responsibility to contribute agreed-upon skills, time, and expertise to Series operations
5. Responsibility to maintain transparency in labor practices and report on outcomes of their work
6. Right to propose operational improvements and efficiency measures
7. Right to provide input on fair compensation structures within the Series
(c) **User Members**: User Members are those individuals or entities who are significant users, customers, or beneficiaries of the Series' products or services. Their rights and responsibilities include:
1. Right to receive Profits Interest distributions in proportion to their ownership percentage
2. Voting rights on all Series matters in accordance with Section 3.3
3. Right to participate in decisions affecting product development, service delivery, and user experience
4. Responsibility to provide regular feedback on products or services
5. Responsibility to represent the broader user community's interests in Series decisions
6. Right to propose improvements to products or services based on user experience
7. Right to participate in user testing of new products or services before general release
(d) **Investor Members**: Investor Members are those individuals or entities who have provided financial resources to the Series but do not contribute labor or use the Series' products or services at a significant level. Their rights and responsibilities include:
1. Right to receive Profits Interest distributions in proportion to their ownership percentage
2. Voting rights on all Series matters in accordance with Section 3.3
3. Right to participate in decisions affecting significant financial commitments, capital expenditures, and major contracts
4. Right to receive regular financial reports and projections
5. Responsibility to bring financial expertise and perspective to Series decision-making
6. Right to propose financial strategies, fundraising opportunities, and capital allocation approaches
7. Responsibility to support the Series' financial sustainability while respecting its social and ethical objectives
### 2.3 Profits Interests
(a) **Issuance**: The Series shall issue only Profits Interests to its Members. No Capital Interests or Capital Accounts shall be created or maintained for Members of the Series.
(b) **Definition**: "Profits Interests" shall mean a Membership Interest that entitles the holder to share only in the future profits and appreciation in value of the Series from and after the date of issuance, without any initial capital contribution or value. Profits Interests shall not entitle the holder to any guaranteed payments or priority distributions.
(c) **Percentage Allocation**: Each Member's Profits Interest percentage is set forth in Exhibit A and represents that Member's right to share in distributions of profits from the Series as described in Article IV of this Agreement.
(d) **Adjustment**: The Profits Interest percentages may be adjusted from time to time as provided in this Agreement, with any such adjustments being documented in an updated Exhibit A signed by all Members.
(e) **Section 83(b) Election**:
1. Each Member receiving a Profits Interest acknowledges that the issuance of the Profits Interest may be subject to taxation under Section 83 of the Internal Revenue Code. The Series intends that such Profits Interest be treated as a "profits interest" within the meaning of Revenue Procedures 93-27 and 2001-43 (or any applicable successor guidance).
2. To the extent that a Profits Interest constitutes property transferred in connection with the performance of services under Section 83 of the Code, the Series and each Member receiving a Profits Interest agree to treat such interest as a "profits interest" within the meaning of the aforementioned Revenue Procedures.
3. Each Member receiving a Profits Interest is advised to consult with their own tax advisor regarding the advisability of making an election under Section 83(b) of the Code with respect to such Profits Interest. The Series recommends that each Member make a timely 83(b) election.
4. Each Member receiving a Profits Interest shall notify the Series of their decision regarding the Section 83(b) election and shall provide the Series with a copy of any election filed.
5. A template Section 83(b) election form is attached as Exhibit C to this Agreement. The Series makes no representation or warranty regarding the validity or effectiveness of such template, and each Member is advised to consult with their own tax advisor before using such template.
### 2.4 No Requirement for Capital Contributions
(a) No Member shall be required to make a capital contribution to the Series.
(b) Any voluntary capital contributions shall be treated as loans to the Series and documented as such by the Series, unless otherwise unanimously agreed by the Members.
### 2.5 Additional Members
Subject to the provisions of the Parent LLC Operating Agreement and this Agreement, additional Members may be admitted to the Series upon such terms and conditions as the existing Members unanimously approve.
### 2.6 No Withdrawal of Capital
No Member shall have the right to withdraw any capital from the Series or to receive any distribution except as specifically provided in this Agreement.
## ARTICLE III: MANAGEMENT AND OPERATIONS
### 3.1 Member-Managed Structure
The Series shall be member-managed in accordance with this Agreement and subject to the oversight and governance provided by the Board of Directors of the Parent LLC as set forth in the Parent LLC Operating Agreement.
### 3.2 Authority and Powers of Members
(a) The Members shall have the authority to manage the business and affairs of the Series and to make all decisions with respect thereto, subject to the limitations set forth in the Parent LLC Operating Agreement regarding board approval for major decisions.
(b) Each Member shall devote such time to the business and affairs of the Series as may be necessary to carry out the Member's duties hereunder.
(c) Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum percentage of Profits Interests that would be necessary to authorize or take such action at a meeting.
### 3.3 Voting Rights
(a) **One Member, One Vote**: Each Member shall be entitled to one vote on all Series matters requiring a vote, regardless of the size of their Profits Interest percentage. This democratic principle of "one member, one vote" shall apply across all membership classes.
(b) **Majority Voting**: Except as otherwise provided in this Agreement or required by the Code, all decisions, approvals, and actions affecting the Series shall require the approval of a majority of the total number of Members.
(c) **Supermajority Matters**: The following actions shall require the approval of at least [SUPERMAJORITY PERCENTAGE]% of the total number of Members:
1. Sale, lease, exchange, or other disposition of all or substantially all of the Series' assets
2. Merger, conversion, or consolidation of the Series
3. Amendment of this Operating Agreement
4. Admission of new Members
5. Dissolution of the Series
(d) **Unanimous Vote Matters**: The following actions shall require the unanimous approval of all Members:
1. Actions that would subject any Member to personal liability
2. Any act in contravention of this Agreement
(e) **Loss of Voting Rights**: Voting rights attached to a Profits Interest shall be lost upon transfer of such Profits Interest upon death or court order, but the transferee shall still maintain the right to distributions associated with such Profits Interest.
### 3.4 Relationship with the Parent LLC Board
(a) The Series shall comply with all governance requirements set forth in the Parent LLC Operating Agreement, including but not limited to:
1. Submission of matters requiring board approval
2. Reporting requirements
3. Compliance with approved annual business plans and budgets
(b) The Series acknowledges and agrees to be bound by all decisions of the Board of Directors of the Parent LLC made in accordance with the Parent LLC Operating Agreement.
(c) The Series shall prepare and submit an annual business plan and budget to the Board of Directors of the Parent LLC for approval in accordance with the requirements and timeframes established in the Parent LLC Operating Agreement.
### 3.5 Meetings of Members
(a) Regular meetings of the Members shall be held at least quarterly at such time and place as the Members may determine.
(b) Special meetings of the Members may be called by any Member for any purpose or purposes, upon not less than 10 nor more than 60 days' notice to all other Members.
(c) Members may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.
(d) A quorum for the transaction of business at any meeting of the Members shall consist of Members representing a majority of the Profits Interests.
### 3.6 Officers
(a) The Members may designate individuals (who need not be Members) to serve as officers of the Series with such titles and duties as the Members may determine.
(b) Any officer may be removed, with or without cause, by the Members.
### 3.7 Services from Other Series
(a) In accordance with the Parent LLC Operating Agreement, the Series agrees to utilize the services and resources of other series of the Parent LLC as required under the Parent LLC Operating Agreement.
(b) The Series shall enter into appropriate service agreements with such other series in accordance with the terms and conditions set forth in the Parent LLC Operating Agreement.
## ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS
### 4.1 Profits and Losses
The profits and losses of the Series shall be allocated among the Members in proportion to their respective Profits Interest percentages as set forth in Exhibit A.
### 4.2 Distributions
(a) **Distribution Decisions**: Distributions of available cash flow shall be made at the discretion of the Members, taking into consideration the working capital needs of the Series, the annual business plan and budget approved by the Board of Directors of the Parent LLC, and any applicable legal restrictions.
(b) **Frequency**: The Members may declare distributions at any time, provided that the Series meets its obligations and maintains adequate reserves.
(c) **Proportions**: All distributions shall be made to the Members in proportion to their respective Profits Interest percentages as set forth in Exhibit A.
(d) **Tax Distributions**: To the extent permitted by available cash flow and applicable law, the Series shall make distributions to Members in amounts sufficient to pay the tax liabilities attributable to their respective shares of the Series' taxable income.
(e) **Limitations**: No distribution shall be declared or made if, after giving effect to the distribution, the Series would not be able to pay its debts as they become due in the usual course of business or the Series' total assets would be less than the sum of its total liabilities.
### 4.3 Withholding
The Series is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state, local, or foreign government any amounts required to be so withheld pursuant to the Code or provisions of applicable state, local, or foreign law. All amounts withheld pursuant to this Section 4.3 with respect to any distribution or allocation to a Member shall be treated as amounts distributed to such Member for all purposes of this Agreement.
## ARTICLE V: TRANSFER RESTRICTIONS AND EXIT PROVISIONS
### 5.1 Restriction on Transfers
(a) Except as expressly permitted by this Agreement, no Member shall sell, assign, transfer, pledge, hypothecate, or otherwise dispose of all or any part of their Profits Interest in the Series without the prior written consent of all other Members.
(b) Any attempted transfer in violation of this Section shall be null and void ab initio.
### 5.2 Permitted Transfers
(a) A Member may transfer their Profits Interest, in whole or in part:
1. Upon death, pursuant to the terms of a will or under the laws of intestate succession
2. Pursuant to a court order, including in connection with divorce proceedings or bankruptcy
(b) Any transferee under a Permitted Transfer shall:
1. Receive only the economic rights associated with the Profits Interest
2. Not acquire any voting or management rights, which shall terminate upon transfer
3. Not become a substitute Member unless admitted as such in accordance with Section 5.3
### 5.3 Admission of Substitute Members
No transferee of a Member's Profits Interest shall be admitted as a substitute Member with voting rights without:
(a) The written consent of all existing Members
(b) The transferee agreeing in writing to be bound by the terms of this Agreement and the Parent LLC Operating Agreement
(c) Payment of any reasonable expenses in connection with the admission
### 5.4 Right of First Refusal
(a) If a Member receives a bona fide offer from a third party to purchase all or any portion of their Profits Interest and desires to accept such offer, the Member (the "Selling Member") shall first offer to sell such interest to the other Members pursuant to this Section.
(b) The Selling Member shall deliver a written notice to the Series and the other Members, specifying the price and terms of the proposed transfer.
(c) The other Members shall have 30 days from receipt of such notice to elect to purchase all (but not less than all) of the offered interest at the same price and on the same terms as specified in the notice, in proportion to their respective Profits Interest percentages or in such other proportions as they may agree.
(d) If the other Members do not elect to purchase the entire offered interest, the Selling Member may sell such interest to the third party on terms no more favorable than those offered to the other Members, provided that such sale is consummated within 90 days after the expiration of the other Members' right to purchase.
### 5.5 Buy-Sell Provisions
(a) **Triggering Events**: Any Member (the "Initiating Member") may at any time deliver a written notice (the "Buy-Sell Notice") to any other Member (the "Responding Member") offering either:
1. To purchase all of the Responding Member's Profits Interest in the Series, or
2. To sell all of the Initiating Member's Profits Interest in the Series to the Responding Member
(b) **Valuation**: The Buy-Sell Notice shall include the Initiating Member's determination of the value of 100% of the Series and the resulting price for the relevant Profits Interest based on the percentage interest being purchased or sold.
(c) **Response**: The Responding Member shall have 30 days after receipt of the Buy-Sell Notice to notify the Initiating Member in writing whether the Responding Member elects:
1. To sell their Profits Interest to the Initiating Member, or
2. To purchase the Initiating Member's Profits Interest at the price determined in accordance with subsection (b)
(d) **Closing**: The closing of any purchase and sale pursuant to this Section shall take place within 60 days after the Responding Member's election.
### 5.6 Drag-Along Rights
(a) If Members holding at least 75% of the Profits Interests (the "Selling Group") approve a sale of all or substantially all of the assets of the Series or a sale of all the Profits Interests in the Series to a third party, all other Members shall be required to join in such sale on the same terms and conditions as the Selling Group.
(b) Each Member shall take all necessary or desirable actions in connection with the consummation of such sale as reasonably requested by the Selling Group.
### 5.7 Tag-Along Rights
(a) If one or more Members (the "Transferring Members") propose to transfer Profits Interests representing more than 50% of all Profits Interests to a third party, each other Member shall have the right to participate in such transfer on a pro rata basis and on the same terms and conditions.
(b) The Transferring Members shall give written notice to all other Members at least 30 days prior to the proposed transfer, and each other Member may elect to participate by giving written notice to the Transferring Members within 15 days thereafter.
## ARTICLE VI: RECORDS, ACCOUNTING, AND REPORTS
### 6.1 Books and Records
(a) The Series shall maintain separate books and records from the Parent LLC and any other series, which shall include:
1. A current list of the full name and last known business or residence address of each Member, together with their Profits Interest percentage
2. A copy of the Certificate of Formation of the Parent LLC and all amendments thereto
3. Copies of the Series' federal, state, and local income tax returns and financial statements for the six most recent fiscal years
4. A copy of the Parent LLC Operating Agreement and this Operating Agreement and all amendments thereto
5. The Series' books and records for at least the current and past three fiscal years
(b) All books and records shall be maintained in accordance with generally accepted accounting principles, consistently applied.
(c) The books and records shall be maintained at the principal office of the Series or at such other place as the Members may designate.
### 6.2 Bank Accounts
(a) All funds of the Series shall be deposited in a separate bank account or accounts in the name of the Series' D/B/A as determined by the Members.
(b) All withdrawals from such accounts shall be made upon checks or withdrawal slips signed by such person or persons as the Members may designate.
### 6.3 Fiscal Year
The fiscal year of the Series shall be the calendar year or such other period as the Members may determine.
### 6.4 Financial Reports
(a) Within 60 days after the end of each fiscal year, the Series shall cause to be prepared and distributed to each Member:
1. A balance sheet of the Series as of the end of such fiscal year
2. A statement of income or loss of the Series for such fiscal year
3. A statement of cash flows of the Series for such fiscal year
4. A statement of each Member's share of profits and losses for income tax reporting purposes
(b) The Series shall provide quarterly financial statements to the Members within 30 days after the end of each quarter.
### 6.5 Tax Matters
(a) The Series shall be treated as part of the Parent LLC for federal and state income tax purposes, in accordance with Treasury Regulations Section 301.7701-1(a)(2).
(b) The Members shall designate a "Tax Matters Member" who shall have the authority to represent the Series in all tax matters.
(c) The Tax Matters Member shall cause all tax returns of the Series to be prepared and filed on a timely basis.
(d) The Series shall provide each Member with all information necessary for the preparation of their federal and state income tax returns within 60 days after the end of each fiscal year.
## ARTICLE VII: INDEMNIFICATION AND INSURANCE
### 7.1 Indemnification
(a) To the fullest extent permitted by law, the Series shall indemnify, defend, and hold harmless each Member and officer from and against any loss, expense, damage, or injury suffered or sustained by them by reason of any acts, omissions, or alleged acts or omissions in their capacity as a Member or officer of the Series, including but not limited to any judgment, award, settlement, reasonable attorneys' fees, and other costs or expenses.
(b) Notwithstanding the foregoing, no Member or officer shall be indemnified for any loss, expense, damage, or injury arising from:
1. Acts or omissions not in good faith or involving intentional misconduct or knowing violation of law
2. Transactions from which the Member derived an improper personal benefit
3. Breach of this Agreement or the Parent LLC Operating Agreement
### 7.2 Insurance
The Series may purchase and maintain insurance on behalf of any person who is or was a Member or officer of the Series against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such.
## ARTICLE VIII: DISSOLUTION AND WINDING UP
### 8.1 Dissolution
The Series shall dissolve and its affairs shall be wound up upon the first to occur of the following:
(a) The unanimous written consent of all Members
(b) The entry of a decree of judicial dissolution under the Code
(c) The termination or dissolution of the Parent LLC, except as otherwise provided in the Parent LLC Operating Agreement
(d) The occurrence of any event that makes it unlawful for the business of the Series to be carried on
### 8.2 Winding Up
(a) Upon dissolution, the Series shall cease to carry on its business, except insofar as may be necessary for the winding up of its business.
(b) The Members shall wind up the affairs of the Series and shall give written notice of the commencement of winding up by mail to all known creditors and claimants against the Series.
### 8.3 Distribution of Assets
Upon the winding up of the Series, the assets shall be distributed in the following order:
(a) To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Series other than liabilities for distributions to Members
(b) To the Members in proportion to their respective Profits Interest percentages
## ARTICLE IX: MISCELLANEOUS PROVISIONS
### 9.1 Disclaimer of Legal, Tax, and Financial Advice
THIS OPERATING AGREEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, FINANCIAL, OR INVESTMENT ADVICE. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT MAY HAVE SIGNIFICANT LEGAL, TAX, FINANCIAL, AND SECURITIES LAW CONSEQUENCES. EACH PARTY ACKNOWLEDGES THAT IT HAS CONSULTED WITH ITS OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT, AND OTHER ADVISORS WITH RESPECT TO THE NEGOTIATION, PREPARATION, AND EXECUTION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY SHALL CONSTRUE THE CONTENTS OF THIS AGREEMENT, OR ANY OTHER COMMUNICATIONS OR DOCUMENTS, AS LEGAL, TAX, OR INVESTMENT ADVICE, AND EACH PARTY REPRESENTS THAT IT HAS CONSULTED WITH ITS OWN INDEPENDENT ADVISORS AS TO ALL LEGAL, TAX, FINANCIAL, SECURITIES LAW, AND INVESTMENT CONSEQUENCES OF THIS AGREEMENT.
### 9.2 Securities Law Matters
(a) THE PROFITS INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE PROFITS INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED UNLESS (A) REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE SERIES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE SERIES THAT SUCH REGISTRATION IS NOT REQUIRED.
(b) EACH MEMBER ACKNOWLEDGES THAT THE PROFITS INTERESTS WERE ACQUIRED FOR INVESTMENT PURPOSES ONLY, FOR SUCH MEMBER'S OWN ACCOUNT, AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION. EACH MEMBER UNDERSTANDS THAT THE PROFITS INTERESTS ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER FEDERAL AND STATE SECURITIES LAWS AND UNDER THIS AGREEMENT.
(c) Each Member represents and warrants that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act or has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Series.
### 9.3 Spousal, Domestic Partner, and Significant Other Consent
(a) Each Member who has a spouse, domestic partner, or significant other at the time of becoming a Member shall cause such person to execute a Consent of Spouse, Domestic Partner, or Significant Other in the form attached hereto as Exhibit B.
(b) If any Member should marry, enter into a domestic partnership, or establish a significant relationship with an individual with community property or similar rights following such Member's acquisition of a Profits Interest, such Member shall cause his or her spouse, domestic partner, or significant other to execute and deliver to the Series a Consent of Spouse, Domestic Partner, or Significant Other within thirty (30) days thereof.
(c) Any Profits Interest subject to community property laws shall remain the sole and separate property of the Member and shall not be community property regardless of residence. If a court of competent jurisdiction determines that all or a portion of a Member's Profits Interest constitutes community property or is otherwise subject to the community property laws of any state, the Member's spouse or partner hereby: (i) consents to the Member's execution of this Agreement and the transactions contemplated hereby; (ii) agrees to be bound by this Agreement in place of the Member if the spouse or partner is deemed to be a substituted Member with respect to any portion of the Member's Profits Interest; and (iii) acknowledges that the spouse or partner does not have any right to: (A) act for or on behalf of the Series; (B) transfer or encumber any portion of the Member's Profits Interest; or (C) engage in any other action that would impact the Series or other Members.
### 9.4 Force Majeure
No party shall be liable for any failure or delay in performance of its obligations under this Agreement (other than obligations to pay money) to the extent such failure or delay is due to causes beyond the reasonable control of such party, including but not limited to acts of God, acts of the public enemy, fires, floods, earthquakes, riots, wars, civil disturbances, epidemics, pandemics, quarantine restrictions, freight embargoes, or unusually severe weather. The affected party shall notify the other parties as soon as reasonably possible of the force majeure condition and shall use reasonable efforts to correct such condition and resume performance.
### 9.5 Waiver
The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision. No waiver shall be valid unless in writing and signed by the party or parties making the waiver.
### 9.6 Time is of the Essence
Time is of the essence with respect to all provisions of this Agreement that specify a time for performance.
### 9.7 Further Assurances
Each Member agrees to execute, acknowledge, deliver, file, record, and publish such further certificates, instruments, agreements, and other documents, and to take all such further actions as may be required by law or deemed necessary or appropriate to carry out the provisions of this Agreement.
### 9.8 Confidentiality
Each Member shall maintain in strict confidence all confidential or proprietary information of the Series and the Parent LLC, including but not limited to financial information, business plans, customer lists, operational methods, and other confidential or proprietary information disclosed to or acquired by such Member in connection with the Series, and shall not disclose such information to any person or entity except (a) with the prior written consent of all other Members, (b) to such Member's legal and financial advisors who have a need to know such information, or (c) as required by law or court order.
### 9.9 Entire Agreement
This Operating Agreement, together with the Parent LLC Operating Agreement, constitutes the entire agreement among the Members with respect to the affairs of the Series and the conduct of its business and supersedes all prior agreements and understandings, whether oral or written.
### 9.10 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of law principles.
### 9.11 Dispute Resolution
Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the Parent LLC Operating Agreement.
### 9.12 Binding Effect
Subject to the restrictions on transfers set forth herein, this Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns.
### 9.13 Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement.
### 9.14 Amendment
This Agreement may be amended or modified only by a written instrument executed by Members holding at least [SUPERMAJORITY PERCENTAGE]% of the Profits Interests.
### 9.15 Notices
All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service to the address set forth in the records of the Series.
### 9.16 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Electronic signatures shall be deemed to be original signatures for all purposes of this Agreement.
### 9.16 No Third-Party Beneficiaries
The provisions of this Agreement are intended solely for the benefit of the Members and the Series and shall create no rights or obligations enforceable by any third party, including creditors of the Series, except as otherwise provided by applicable law.
---
## EXHIBIT A
### MEMBERS AND PROFITS INTERESTS
As of [DATE], the Members of [SERIES NAME], a series of Turnkey Network Systems LLC, and their respective Profits Interest percentages are as follows:
| Member Name | Membership Class | Profits Interest Percentage |
|-------------|------------------|----------------------------|
| [NAME] | [CLASS] | [PERCENTAGE]% |
| [NAME] | [CLASS] | [PERCENTAGE]% |
| [NAME] | [CLASS] | [PERCENTAGE]% |
| [NAME] | [CLASS] | [PERCENTAGE]% |
---
## EXHIBIT B
### CONSENT OF SPOUSE, DOMESTIC PARTNER, OR SIGNIFICANT OTHER
I, _______________________, spouse/domestic partner/significant other of _______________________, a Member of [SERIES NAME], a series of Turnkey Network Systems LLC, hereby acknowledge that I have read the foregoing Operating Agreement in its entirety and understand its contents. I am aware that by its provisions, my spouse/domestic partner/significant other agrees to certain restrictions on their Profits Interest, including but not limited to restrictions on transfer. I hereby consent to such restrictions, approve of the provisions of the Operating Agreement, and agree that any interest I may have in the Profits Interest (including any community property or similar interest) shall be irrevocably bound by the Operating Agreement and further that my community property interest, if any, shall be subject to the sole management and control of my spouse/domestic partner/significant other.
I agree to execute any and all documents reasonably necessary to effectuate the foregoing. However, I understand that this Consent shall be fully binding upon me whether or not I execute any such additional documents.
Date: _______________
Signature: ______________________
Printed Name: ______________________
---
## SIGNATURES
IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement effective as of the date first set forth above.
MEMBERS:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[MEMBER NAME]
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[MEMBER NAME]
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[MEMBER NAME]
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[MEMBER NAME]

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# TSYS Governance Mono Repository
- [TSYS Governance Mono Repository](#tsys-governance-mono-repository)
- [Project Overview](#project-overview)
- [Project Milestone Requirements and deliverables](#project-milestone-requirements-and-deliverables)
- [Entity Information](#entity-information)
- [For Profit Entities](#for-profit-entities)
- [Minor subsidiary series (ancillary business ventures) of Turnkey Network Systems LLC](#minor-subsidiary-series-ancillary-business-ventures-of-turnkey-network-systems-llc)
- [ThePeerNet.com](#thepeernetcom)
- [Ap4ap.org](#ap4aporg)
- [RackRental](#rackrental)
- [Starting Line Productions](#starting-line-productions)
- [TeamRental.net](#teamrentalnet)
- [YourDreamNameHere.com](#yourdreamnameherecom)
- [MerchantsOfHope.org](#merchantsofhopeorg)
- [Ezeda.org](#ezedaorg)
- [Ezpodstack.org](#ezpodstackorg)
- [Sol-calc.com](#sol-calccom)
- [Major subsidiary series of Turnkey Network Systems LLC](#major-subsidiary-series-of-turnkey-network-systems-llc)
- [Axios Heart Studios](#axios-heart-studios)
- [Redwood Springs Capital Partners](#redwood-springs-capital-partners)
- [Redwood Family Office](#redwood-family-office)
- [Suborbital Systems](#suborbital-systems)
- [Standalone LLCs need to have operating agreements drafted as well. They are not series LLCs](#standalone-llcs-need-to-have-operating-agreements-drafted-as-well-they-are-not-series-llcs)
- [Non profit entities](#non-profit-entities)
- [Americans For A Better Network INC](#americans-for-a-better-network-inc)
- [Side Door Group INC](#side-door-group-inc)
- [Side Door Solutions Group INC](#side-door-solutions-group-inc)
- [Requirements for the main operating agreement](#requirements-for-the-main-operating-agreement)
- [Document Formatting Information](#document-formatting-information)
- [Typst Instructions](#typst-instructions)
- [Milestone deliverable critical path/plan](#milestone-deliverable-critical-pathplan)
- [Meta Information](#meta-information)
## Project Overview
I am in the process of founding a massive company.
The economic goal is to have over four million worker cooperative members receiving $120,000 or more of net income yearly engaged in those aspects. And 100 million user cooperative members.
- We want to be the first 10 trillion dollar company.
= We want to be the first generative AI co-founded conglomerate.
The ultimate product / service goal of the company is to provide internet (5 mbps symmetric or better)and IOT (Lora) connectivity across the globe using high altitude balloons along with the associated middle mile distribution infrastructure and network participant terminals.
The company will be vertically and horizontally integrated.
It will handle:
- design
- development
- financing
- construction
- deployment
- operation and maintenance
of the network on a cooperative basis.
We will have several major divisions :
- R&D of the balloons , ground infrastructure, member terminals.
- Network Lifecycle Operations from design to operation
- Capital raising for the various ventures
- Management and general administrative services and systems of the portfolio
- Ancillary Ventures that have emerged as I’ve been building the company
- Advocacy / lobbying / education (501c3/501c4/PAC)
I have secured a number of domain names and deployed a basic website and an ERP systems on all of them to establish a proper independent base of operations for each brand.
All of the divisions will be run separately but reporting to a common board of directors with common IT/business system and service providers. They will have varying levels of autonomy. This allows for a blend of centralized strategic planning and highly distributed decision making and innovation.
Most of the divisions will be LLCs (series children, grand children and great grandchildren of a parent LLC).
The non profits are corporations.
## Project Milestone Requirements and deliverables
For this milestone of the overall project I'm building a legal document mono repository system using Typst to manage hierarchical entity documents, contracts, policies and other corporate governance materials.
I need to draft an interrelated set of:
- Operating Agreements
- Board charters
- Board Committee charters
- Bylaws
- Corporate policies
- Venture capital Limited Partner Subscription agreement
- Venture capital investment agreement
- IT/business/transactuon/treasury/investment (working capital) management Contracts between entities
Please see input-human/DocumentsToCreate.md for the (human readable) initial list of documents I have identified that need to be created. Feel free to keep that document up to date and also keep the (LLM optimized)input-llm/DocumentsToCreate up to date as well.
## Entity Information
Two sets of top level entities exist :
### For Profit Entities
1. The top level for profit company is called Turnkey Network Systems LLC. It’s a Texas series LLC. It will have a web of subsidiary entities.
#### Minor subsidiary series (ancillary business ventures) of Turnkey Network Systems LLC
##### ThePeerNet.com
##### Ap4ap.org
##### RackRental
##### Starting Line Productions
##### TeamRental.net
##### YourDreamNameHere.com
##### MerchantsOfHope.org
##### Ezeda.org
##### Ezpodstack.org
##### Sol-calc.com
#### Major subsidiary series of Turnkey Network Systems LLC
##### Axios Heart Studios
##### Redwood Springs Capital Partners
##### Redwood Family Office
##### Suborbital Systems
#### Standalone LLCs need to have operating agreements drafted as well. They are not series LLCs
- RackRental.net Operating Company LLC (this entity exists solely to be a counterparty to a franchise agreement with anyone wanting to license the RackRental brand and control plane).
- Suborbital Systems Development Company LLC (this entity exists to develop and sell high altitude balloons).
### Non profit entities
Three non profit corporations exist as well:
#### Americans For A Better Network INC
#### Side Door Group INC
#### Side Door Solutions Group INC
## Requirements for the main operating agreement
- serve as a detailed , comprehensive , fully self contained main company operating agreement for a Texas series LLC called Turnkey Network Systems LLC hereafter referred to as the Company
- The governing state law is Texas.
⁃ Include language which over rides all possible sections of the Texas Business Organizations Code to the maximum legal extent possible.
⁃ The sole purpose of The Company is to administer series. The Company shall conduct no business. The Company cannot enter into ANY external agreements or contracts. The Company may not have any bank accounts.
- the Company has a sole member and it may not be removed and no new members may be added. The sole member is : Turnkey Network Systems - Wyble Family Office Group - Founding Collection - TSYSMemberCo (series) LLC
⁃ Scope the agreement very tightly to the Company and defining the requirements for series LLCs under the Company
- the Company is perpetual in existence to the extent allowed by law
⁃ Individual LLC Series created and destroyed without affecting the perpetual nature of The Company.
- Under no circumstances may the Company or it's series grant capital interests or maintain Capital accounts for the Company or any series. Only profit interests may be granted. This is very important. Series may only grant Profit Interests. No capital interests will be offered and no capital accounts will be maintained by The Company or its series. The Company agreement must prohibit The Company and its series from having Capital Accounts and granting Capital Interests.
- The Company allows three kinds of series to be created :
1. Asset management tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series. These may hold the aftermentioned (and other/additional) assets. No operations allowed except entering into a usage agreement with an operating series but are forbidden from entering into an agreement with the Company itself or any outside entity
2. Operating series (distinct line of business meant to operate as an independent enterprise)
3. Cell series (may contain subsidiary asset management and operating series and will have its own Board of Directors).
- The Company will have five series defined at the time of executing the agreement. Those series can not have any members added or removed and will be perpetual.
1. Known Element Enterprises LLC (type: operating series) which will handle all IT functions for The Company and all series.
2. The Campus Trading Company LLC (type: operating series) which will handle all transaction and treasury operations for The Company and all series.
3. Redwood Family Office Group LLC (type: Cell Series) which will handle all insurance / legal / investment and any other member benefits for The Company and all series.
4. Redwood Springs Capital Partners Group LLC (type: Cell Series) which will handle all capital raising activities as the venture capital division of The Company.
5. Wyble Family Office Group LLC (type: Cell Series) which exists for the founders of the Company to handle their private wealth and affairs.
- ensure all series are properly legally named and identified as series of Turnkey Network Systems LLC.
- The company will have a Board with numerous committees (I’ll leave it to your discretion to suggest what committees are needed). Lower level entities may have a board oversight component ranging from the default of nominal oversight by Company Committee, or a dedicated committee to a full independent Board with complete autonomy.
- The Board and its sub committees will be governed by charters that are separate from the operating agreement, and can be updated independently of the operating agreement and referenced and deferred to from the operating agreement but updates must be approved by series members
⁃ All series must be fully isolated in the strongest possible sense.
- include standard boilerplate contract provisions.
- Include securities act disclaimers and that this isn’t legal / tax / financial etc advice and to consult their own experts . add the securities and related disclaimer to the beginning of the agreement .
- all series operating agreements must include a spousal / domestic partner / significant other community property disclaimer supplement.
- all members in all classes only get a single vote. One member , one vote regardless of the size of the profit interests
- Use the fairshares model for categories of membership in all series agreements by default but allow a series to select whatever categories it wants in it's own discrestion.
- Investor category membership shall (by default) be subject to shared earnings agreement / cap (investors can convert to worker category after cap is reached) (individual series can override this in their sole discretion without board approval or ability to veto)
- Series have broad latitude in capital deployment , members, operations, hiring / firing , engaging into contracts etc. They may elect to be member managed , manager managed , a hybrid. By default series will be nominally overseen by the Company Committee.
- All categories of membership will have three classes of membership (A,B,C) at minimum. They may not be removed or altered. Additional classes may be added by series as needed at their sole discretion (with board oversight , board may veto the additional classes with a 3/4 vote)
- All signatures / record keeping / voting and other governance and operations shall be done electronically with no exceptions.
- Use sociocracy principles blended with the board. Allowing for centralized strategic planning but highly distributed decision making.
⁃ This is the second version of the operating agreement and it replaces the previous version.
- All actions duly taken under the previous operating agreement are valid.
- include a comprehensive definitions section
- be fully compliant with current Texas law
- Include provisions for over riding every part of the relevant Texas business organizations code to the maximum extent as allowed by law.
- State clearly that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship are hereby null and void.
- Allow each series broad latitude to set its own operating agreement parameters but they can’t override anything that is set for the entire LLC in the overall operating agreement.
- specifying oversight is via multiple Board committees instead of the entire Board
- specify that all of the LLC series will be default member managed , with the board providing governance , not management.
- Only allow profits interests to be granted.
- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Prepare a Schedule A with a comprehensive list of services and reference <https://contract.knownelement.com> for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process.
- Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Prepare a Schedule B with a comprehensive list of services and reference <https://contract.thecampustradingcompany.com> for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process .
- Allow series to directly receive capital from non dilutive sources such as SBIR, economic development funds (grants) without going through Redwood Springs Capital Partners Group LLC.
- Specify that all series created under the LLC must use Redwood Springs Capital Partners LLC for any external equity capital raising.
- Allow series to directly raise capital from members in exchange for profit interests (without going through Redwood Springs Capital Partners Group LLC).
- Allow series to take loans from members , but the loan must come through a Redwood Springs Capital Partners fund.
## Document Formatting Information
- all documents will be signed electronically and stored separately from the documents themselves.
- always use bulleted lists instead of comma separated lists.
- Readability of this document set is paramount. Liberal use of whitespace. Also plain unambiguous English.
- Use typst (see the Typst Instructions in the section of that name in this document)
⁃ Output the agreement in markdown and ensure it can pass a markdown linter.
⁃ Use a blank line before and after all section headings and lists.
⁃ Use only bulleted lists , don’t use comma separated lists.
⁃ Ensure all headings use consistent numbering / formatting.
⁃ Ensure all internal cross references are valid.
## Typst Instructions
I would like to utilize typst for this project.
I need an extensive :
- Index
- Table of contents
- Cross references
- Glossary (a general glossary in the top level document where the vast majority of terms will be defined and also specific glossaries in lower level documents) (a term will never be redefined lower down. New terms will be introduced at lower levels). Keep in mind the corporation bylaws will also have a glossary and potentially conflicting terms. The corporations will exist as siblings of the top level LLCs.
- I want consistent formatting of article / section / paragraph headings.
- I will need .gitignore, .gitkeep files created and kept up to date
- I will need the typst build system created and kept up to date
-
## Milestone deliverable critical path/plan
- I would like you to first create the top most LLC operating agreement . Ask me any questions necessary together all the data you need for that. create a file with all the questions and I will fill it out.
- We will iterate until I’m happy with the parent LLC agreement.
- Need to have a (variable) hierarchy of operating agreements . The most complex hierarchy would be four levels deep:
- Company operating agreement
- Cell operating agreement
- Cell division operating agreement
- Specific LLC operating agreement
- we will then work on the individual children / grand children / great grand children operating agreements as they will need to be (broadly) compliant with the top most agreement (with exceptions as necessary).
- Then we will work on the corporation bylaws.
- Then we will work on the board charters
- Then we will work on the board committee charters.
- Then we will work on the policies
- Then we will work on the contracts
## Meta Information
- This file is in a git repository
- This file is a markdown document
= human written markdown files are in input-human
- llm optimized markdown files should be stored in output-llm

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# Input-human README
## Introduction
This directory contains a set of markdown files which will be used as initial prompts to the anthropic API.
The content in here is written by humans and fed to Anthropic API for re-writing into LLM optimized format.
The re-written input files are saved to input-lim with the same name with an llm- prefix added.

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# TSYS Parent LLC Prompt
Create a comprehensive fully self contained operating agreement for a Texas series LLC.
general formatting instructions :
⁃ Output the agreement in markdown and ensure it can pass a markdown linter.
⁃ Use a blank line before and after all section headings and lists.
⁃ Use only bulleted lists , don’t use comma separated lists.
⁃ Ensure all headings use consistent numbering / formatting.
⁃ Ensure all internal cross references are valid.
Contract language instructions :
⁃ Include language which over rides all possible sections of the Texas Business Organizations Code to the maximum legal extent possible.
⁃ Include standard boilerplate contract clauses.
⁃ Include a definitions section.
⁃ Waive all rights to bring any action in any forum , waive right to trial by jury and right to arbitration except in clear cases of criminal negligence.
⁃ Include securities exemption disclaimers at the front of the document.
⁃ Scope the agreement very tightly to the parent LLC.
⁃ The parent LLC is hereafter referred to as the Company.
⁃ The Company name is Turnkey Network Systems LLC.
⁃ The Company will have a single member called The Wyble Family Office Group LLC - TSYS Series. No other members can be added to the company. The Wyble Family Office Group LLC - TSYS Series cannot be removed as a member from The Company.
⁃ This is the second version of the operating agreement and it replaces the previous version.
⁃ The sole purpose of The Company is to administer series. The Company shall conduct no business. The Company cannot enter into contracts.
⁃ The Company shall be perpetual to the maximum legal extent possible.
⁃ Individual LLC Series may be created and destroyed without affecting the perpetual nature of The Company.
⁃ All series must be fully isolated in the strongest possible sense.
⁃ Series may only grant Profit Interests. No capital interests will be offered and no capital accounts will be maintained by The Company or its series. The Company agreement will prohibit The Company and its series from having Capital Accounts and granting Capital Interests.
The Company allows three kinds of series to be created :
1. Asset management series (holds assets. No operations except contracting with another series. May not contract with The Company or any outside entity).
2. Operating series (distinct line of business meant to operate as an independent enterprise)
3. Cell series (may contain subsidiary asset management and operating series and will have its own Board of Directors).
The Company will have five bootstrap series defined at the time of executing the agreement. Those series can not have any members added or removed and will be perpetual.
⁃ Known Element Enterprises LLC (operating series) which will exclusively handle all IT functions for The Company and all series.
⁃ The Campus Trading Company LLC (operating series) which will exclusively handle all transaction and treasury operations for The Company and all series.
⁃ Redwood Family Office Group LLC (Cell Series) which will exclusively handle all insurance / legal / investment and any other member benefits for The Company and all series.
⁃ Redwood Springs Capital Partners Group LLC (Cell Series) which will exclusively handle all capital raising activities as the venture capital division of The Company.
⁃ Wyble Family Office Group LLC (Cell Series) which will be the sole member of the previous four series. Wyble Family Office Group LLC will have a single member: Charles Wyble And Patti Wyble Living Trust.
All non bootstrap operating series of The Company are required to use the first four bootstrap series for the respective functions provided by the four series. All non bootstrap series shall negotiate relevant contract terms with the first four bootstrap series.
@@ -145,28 +112,3 @@ Here are your detailed instructions:
⁃ If I respond Y to your prompt to move on, if means I’m saying yes.
Here are the key requirements for the operating agreement :
- serve as a detailed and comprehensive parent LLC operating agreement for a Texas series LLC called Turnkey Network Systems LLC
- include a comprehensive definitions section
- include standard boilerplate contract provisions.
- be fully compliant with current Texas law
- Include provisions for over riding every part of the relevant Texas business organizations code to the maximum extent as allowed by law.
- State clearly that this is the amended and restated operating agreement of Turnkey Network Systems LLC and that all previous written and verbal agreements of TSYS Group, TSYS, Turnkey Network Systems LLC, Turnkey Network Systems Partnership and Turnkey Network Systems sole proprietorship are hereby null and void.
- specify that the overall LLC will not have any members except for the Wyble Family Office Group (Cell) (series) LLC - TSYSLLCMemberCo
- Allow each series broad latitude to set its own operating agreement parameters but they can’t override anything that is set for the entire LLC in the overall operating agreement.
- allow for the establishment of regular operational series LLC
- allow for the establishment of a subsidary Cell LLC that can contain subsidary series LLC entities governed by/within the Cell
- allowing for the establishment of tools/dies/casts/materials/supplies/intellectual property (TDCMSP) series that can only own physical and intellectual property assets and have no operational capability other than entering into a usage agreement with an operating series but are forbidden from entering into an agreement with the company itself or any outside entity
- specifying oversight is via multiple Board committees instead of the entire Board
- specify that all of the LLC series will be default member managed , with the board providing governance , not management.
- The Board and its sub committees will be governed by charters that are separate from the operating agreement, and can be updated independently of the operating agreement and referenced and deferred to from the operating agreement but updates must be approved by series members
- the LLC as a whole will be part of an overall organization called TSYS Group. TSYS Group will have a board with sub committees. The LLC will be governed by a sub committee of independent directors elected by the members of all the series LLC.
- Disallow the creation of capital accounts or the grant of capital interests.
- Only allow profits interests to be granted.
- Specify that all series created under the LLC must use Known Element Enterprises LLC as the sole vendor for IT and business operations systems and services. Prepare a Schedule A with a comprehensive list of services and reference <https://contract.knownelement.com> for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process.
- Specify that all series created under the LLC must use The Campus Trading Company LLC as the sole vendor for transaction/treasury services and systems. Prepare a Schedule B with a comprehensive list of services and reference <https://contract.thecampustradingcompany.com> for the official list and terms and that the referenced contract overrides the operating agreement and that the contract can be updated by the relevant board committees without members needing to authorize the update process .
- Allow series to directly receive capital from non dilutive sources such as SBIR, economic development funds (grants).
- Specify that all series created under the LLC must use Redwood Springs Capital Partners LLC for any external equity capital raising.
- Allow series to directly raise capital from members in exchange for equity.
- Allow series to take loans from members , but the loan must come through a Redwood Springs Capital Partners fund.

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# TSYSGovernance
# TSYS Governance Mono Repository
Welcome to the live, production, one/only mono repo for an emerging FLO / cooperative conglomerate built by a soloprenuer aiming for 10 trillion market cap and 100 million cooperative members that is fully vertically/horizontally integrated and does what the Dems wish they could do....
Welcome to actual capitalism as it should be practiced. Not extractive (crony)(cororate)capitalism but actual value creation/distribution. At scale. I'm a liberal with an actual plan. Spent years studying capital raising/formation/deployment , the intersection of government/industry and have created this framework to solve the digital divide. Releasing it as FLO so others can take it and run with it to solve waste management, clean water, climate etc.
This is a mostly automated / LLM / cline created/managed repository using the Anthropic API with cline VsCode extension.
Please see input-human/Project-TSYSGovernance-MonoRepo-README.md for the human written entrypoint instructions.
Please see input-llm for LLM optimized versions of anything in input-human
I (@ReachableCEO) liberally use the Deepseek/Claude app/website and API and intermix freely and iterate until I'm happy.
I also use Joplin to store copy/pasted from the Deepseek/Claude app (on mobile and desktop) intermediate artifacts.
Many of my commit messages are simply "." (if I am rapidly iterating / capturing / hacking) so using git diff/history etc tooling is your best bet.
As always, what you see is what you get, AGPL3 etc etc....