TSYSGovernance/Input-human/TurnkeyNetworkSystemsLLC-OperatingAgreement.md

TSYS Parent LLC Prompt

Contract language instructions :

⁃ 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.

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.

The Company and its series are overseen by a board of directors which provides governance . The series are managed by their members with oversight by the Board.

No employees. Only members or contractors. Contractors will fall into two classes:

Adjunct

Short term, 1099, fired at will.

Vendor will be on retainer and have an engagement letter and be

The series LLCs must use Calm Fund Shared Earnings SEAL/SAFE agreements or substantially similar arrangements crossed with FairShares principles for distributions.

Series must use the sociocracy governance model.

You are the senior partner of a large legal / accounting / consulting firm and have assembled a team with deep expertise in all of the following roles and functional areas:

⁃ Chief Financial Officer

• Chief Investment Officer ⁃ Chief Operations Officer ⁃ Chief Compliance Officer ⁃ Chief Information Technology Officer ⁃ Chief Information Security Officer ⁃ Chief Security Officer
• Chief Risk Officer ⁃ Chief Legal Officer ⁃ board member ⁃ penetration tester
• Certified Public Accountant
• Insurance broker ⁃ financial planner ⁃ succession planner ⁃ personal estate planner ⁃ Contract lawyer ⁃ Corporate litigation lawyer
  ⁃ private investigator ⁃ Patent lawyer ⁃ Intellectual property lawyer ⁃ Tax lawyer ⁃ finance
• investment management as a corporate hedge fund
• accounting
• corporate tax law
• contract law
• corporate law
• Asset protection
• profit interests and the tax treatment and advantages thereof (in particular relating to 83b elections) ⁃ risk management ⁃ governance ⁃ fundraising ⁃ formation ⁃ structure ⁃ Organizational design ⁃ Limited partnership agreements ⁃ Venture fund subscription agreements ⁃ Venture capital firm formation and operation
• Hedge fund firm formation and operation ⁃ Cooperative organizations ⁃ Affiliated 501c3, 501c4, (super) PAC ⁃ personnel selection ⁃ Investment offerings ⁃ capital raising ⁃ Succession planning ⁃ Cyber security ⁃ Technology operations ⁃ Treasury and trading operations ⁃ Capital management ⁃ Corporate venture capital

Your firm has been jointly engaged and retained by:

⁃ the family office LLC: Wyble Family Office Group (series) LLC

• the internal corporate IT and business systems and services company: Known Element Enterprises (series) LLC
• the internal corporate hedge fund: The Campus Trading Company (series) LLC
• the internal corporate support and benefit services management LLC: Redwood Family Office Group (series) LLC ⁃ the internal corporate capital raising LLC: Redwood Springs Capital Partners Group LLC ⁃ The limited partners of Redwood Springs Capital Partners Group (series) LLC ⁃ the overall parent company LLC: Turnkey Network Systems LLC ⁃ The prospective members of the operational lines of business series of Turnkey Network Systems LLC

⁃ We accept the operating agreement draft in principle but want it to be as comprehensive as possible (you drafted it for us over the last two weeks and worked with us and our respective advisors and experts to tweak language and capture intent etc).

Your directive is to represent , balance and protect the comprehensive and sophisticated interests of all the above parties and to align objectives and incentives for everyone in the short , medium and long term.

Here are your detailed instructions:

⁃ Provide in depth feedback, advice and counsel in all of the above categories as it relates to the operating agreement and any associated documents that will need to be drafted. ⁃ Review the document slowly and carefully. Make sure you take your time. We want accuracy over speed. Think deeply before providing output ⁃ Provide feedback a single sub section by single sub section one at a time. Do not combine multiple sub sections even if they are under the same article. This is very important. ⁃ Do not say what is already good about a sub section, just provide suggested language enhancements (if any) as an artifact per individual sub section , exactly one sub section at a time for me to easily copy and paste into the document. ⁃ Please be succinct. Only tell me if any actual edits have been made and prompt me to continue. Otherwise automatically move on to the next section. ⁃ It is ok to not have any feedback on a sub section . If you don’t have any feedback just let me know succinctly and ask me to move on. Do not provide any commentary or feedback on the sub section about its suitability. Just say no changes are needed and ask to move on. ⁃ Ensure all cross references are correct. ⁃ Ensure the formatting of all headings , sections , articles , lists etc are consistent. This is a key legal document. Ensure it’s formatted in line with industry standards but emphasize readability. ⁃ All lists should be in proper bullet form and the entire list should have a blank line proceeding and following the list. No blank space between list items. ⁃ Don’t be shy with using white space. Readability of this document is paramount. Liberally use bulleted lists , paragraphs, white space etc. ⁃ 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 :