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@@ -54,35 +54,53 @@ This Agreement specifically implements:
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Upon execution of this Agreement:
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Upon execution of this Agreement:
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1. **Prior Agreement Termination**: The Prior Agreement is hereby superseded in its entirety and shall be of no further force or effect. All prior amendments to the Prior Agreement are hereby void.
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1. **Prior Agreement Termination**: The Prior Agreement is hereby superseded in its entirety and shall be of no further force or effect. All prior amendments to the Prior Agreement are hereby void and unenforceable.
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2. **Rights and Obligations**: All rights, obligations, and relationships under the Prior Agreement are hereby terminated, and all parties shall hereafter be governed solely by the terms of this Agreement.
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2. **Rights and Obligations**: All rights, obligations, and relationships under the Prior Agreement are hereby terminated, and all parties shall hereafter be governed solely by the terms of this Agreement.
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3. **Termination of Specified Prior Commitments**: All previous written and verbal agreements, understandings, contracts, and commitments relating specifically to the governance, structure, and operation of the following entities are hereby terminated, rescinded, and rendered null and void:
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3. **Termination of Specified Prior Commitments**: All previous written and verbal agreements, understandings, contracts, and commitments relating specifically to the governance, structure, and operation of the following entities are hereby terminated, rescinded, and rendered null and void:
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- Turnkey Network Systems LLC
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- Turnkey Network Systems Partnership
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* Turnkey Network Systems LLC
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- Turnkey Network Systems sole proprietorship
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* Turnkey Network Systems Partnership
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* Turnkey Network Systems sole proprietorship
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4. **Exceptions to Termination**: The following agreements shall remain in full force and effect unless specifically terminated by separate written agreement:
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4. **Exceptions to Termination**: The following agreements shall remain in full force and effect unless specifically terminated by separate written agreement:
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- Commercial agreements with third-party vendors and clients
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- Employment and independent contractor agreements
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* Commercial agreements with third-party vendors and clients
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- Real property leases
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- Equipment leases and purchase agreements
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* Employment and independent contractor agreements
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- Intellectual property licenses to or from third parties
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- Confidentiality and non-disclosure agreements
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* Real property leases
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- Banking and financial agreements
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- Existing loans and financial commitments
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* Equipment leases and purchase agreements
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* Intellectual property licenses to or from third parties
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* Confidentiality and non-disclosure agreements
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* Banking and financial agreements
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* Existing loans and financial commitments
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5. **Continuation of Business**: The business of the Company shall continue without interruption or dissolution. The adoption of this Agreement shall not constitute a termination or dissolution of the Company.
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5. **Continuation of Business**: The business of the Company shall continue without interruption or dissolution. The adoption of this Agreement shall not constitute a termination or dissolution of the Company.
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6. **Transitional Matters**: The following transitional provisions shall apply:
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6. **Transitional Matters**: The following transitional provisions shall apply:
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- All actions duly taken under the Prior Agreement shall remain valid and enforceable;
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- All series established under the Prior Agreement shall continue under this Agreement;
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* All actions duly taken under the Prior Agreement shall remain valid and enforceable;
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- All Members shall retain their membership interests, subject to the reclassification provisions in Article 5;
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- The Board of Directors shall be constituted within 30 days of the Effective Date;
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* All series established under the Prior Agreement shall continue under this Agreement;
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- The Company Committee shall be constituted within 45 days of the Effective Date;
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- All existing series shall adopt compliant Series Operating Agreements within 90 days of the Effective Date; and
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* All Members shall retain their membership interests, subject to the reclassification provisions in Article 5;
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- All operational policies required by this Agreement shall be implemented within 120 days of the Effective Date.
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* The Board of Directors shall be constituted within 30 days of the Effective Date;
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* The Company Committee shall be constituted within 45 days of the Effective Date;
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* All existing series shall adopt compliant Series Operating Agreements within 90 days of the Effective Date; and
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* All operational policies required by this Agreement shall be implemented within 120 days of the Effective Date.
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7. **Binding Effect**: This Agreement shall be binding upon, and inure to the benefit of, all current and future series members, officers, directors, and representatives of the Company and its series.
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7. **Binding Effect**: This Agreement shall be binding upon, and inure to the benefit of, all current and future series members, officers, directors, and representatives of the Company and its series.
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