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src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md

@@ -1,34 +1,42 @@
-# AMENDED AND RESTATED OPERATING AGREEMENT OF TURNKEY NETWORK SYSTEMS LLC - A Texas Series Limited Liability Company
+# ARTICLE 1 - RECITALS AND FOUNDATIONAL PROVISIONS
 
-## CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
+## Section 1.1 - Effective Date and Prior Agreement
 
-**IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE PROCEEDING**
+This Amended and Restated Operating Agreement (the “Agreement”) is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”), by and among Turnkey Network Systems LLC, a Texas series limited liability company (the “Company”), and the members of the Company (collectively “Members” and individually a “Member”). 
 
-THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION. THIS OFFERING IS BEING MADE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), SPECIFICALLY SECTION 4(A)(2) THEREOF AND RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER, AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS.
+This Agreement supersedes and replaces in its entirety that certain Operating Agreement of Turnkey Network Systems LLC dated [ORIGINAL DATE] (the “Prior Agreement”) upon execution by the Company and requisite approval of the Members as specified in the Prior Agreement.
 
-THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE PERSON TO WHOM IT IS DELIVERED BY THE COMPANY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.
+## Section 1.2 - Company Mission and Purpose
 
-THESE SECURITIES ARE OFFERED ONLY TO INVESTORS WHO QUALIFY AS “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT. THE COMPANY WILL REQUIRE VERIFICATION OF INVESTOR QUALIFICATION IN ACCORDANCE WITH RULE 506(C) REQUIREMENTS.
+The Company exists to develop, implement, and manage a comprehensive ecosystem of interrelated business entities operating as independent series of the Company. 
 
-THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK OF LOSING THEIR ENTIRE INVESTMENT. EACH INVESTOR MUST HAVE THE ABILITY TO SUSTAIN THE LOSS OF THEIR ENTIRE INVESTMENT WITHOUT A MATERIAL ADVERSE EFFECT ON THEIR FINANCIAL CONDITION. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
+The Company’s primary business activities include:
 
-THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER, AND RESALE MAY BE DIFFICULT OR IMPOSSIBLE FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP.
+1. Creating and supporting technology-enabled service businesses;
 
-THE COMPANY WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), IN RELIANCE ON THE EXEMPTIONS PROVIDED BY SECTION 3(C)(1) OR 3(C)(7) THEREOF.
+2. Developing and managing digital infrastructure platforms;
 
-PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, BUSINESS, TAX, ACCOUNTING, INVESTMENT, OR OTHER ADVICE. EACH INVESTOR SHOULD CONSULT WITH THEIR OWN ATTORNEYS, ACCOUNTANTS, AND OTHER PROFESSIONAL ADVISORS REGARDING THE LEGAL, TAX, FINANCIAL, AND OTHER MATTERS CONCERNING AN INVESTMENT IN THE COMPANY.
+3. Facilitating capital deployment and investment through specialized series;
 
-NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE MADE OR INTENDED, AND NONE SHOULD BE INFERRED, WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX CONSEQUENCES FROM AN INVESTMENT IN THE COMPANY. NO ASSURANCE CAN BE GIVEN THAT EXISTING LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY.
+4. Providing shared services across portfolio entities; and
 
-## ARTICLE 1 - RECITALS
+5. Building and scaling asset management and operational business units.
 
-### Section 1.1 - Prior Agreement
+The Company creates aligned incentives, operational efficiencies, and enhanced value for all stakeholders by utilizing the Texas series LLC structure to provide centralized infrastructure, governance, and support while enabling the formation and growth of innovative business ventures.
 
-This Amended and Restated Operating Agreement (the “Agreement”) is made and entered into effective as of [INSERT EFFECTIVE DATE] (the “Effective Date”), by and among Turnkey Network Systems LLC, a Texas series limited liability company (the “Company”), and the members of the Company. This Agreement supersedes and replaces in its entirety that certain Operating Agreement of Turnkey Network Systems LLC dated [INSERT ORIGINAL DATE] (the “Prior Agreement”).
+## Section 1.3 - Purpose of Amendment and Restatement
 
-### Section 1.2 - Purpose of Amendment and Restatement
+The Company hereby amends and restates the Prior Agreement to implement comprehensive changes to the Company’s governance, operational structure, and capital framework, necessitated by:
 
-The Company desires to amend and restate the Prior Agreement to implement comprehensive changes to the Company’s governance, operational structure, and capital framework, including without limitation:
+1. **Strategic Evolution**: The need to adapt the Company’s structure to accommodate planned growth, diversification, and operational sophistication;
+
+2. **Capital Requirements**: The need to facilitate significant capital raising and deployment across multiple business lines while maintaining appropriate controls;
+
+3. **Risk Management**: The implementation of enhanced protection for investors and stakeholders through formalized series isolation; and
+
+4. **Operational Scale**: The requirement for standardized service provision and administrative functions to support the Company’s projected growth to significant revenue levels.
+
+Specifically, this Agreement implements:
 
 1. **Governance Structure**: Establishing a formalized governance structure under a Board of Directors and implementing sociocratic principles to provide both centralized strategic oversight and distributed operational decision-making;
 
@@ -41,11 +49,11 @@ The Company desires to amend and restate the Prior Agreement to implement compre
    - Asset-holding, non-operational entity series
    - Semi-autonomous Cell entity series
 
-5. **Operational Standards**: Establishing uniform operational standards, electronic recordkeeping requirements, and compliance protocols to ensure consistent operations across all series while maintaining series isolation;
+5. **Operational Standards**: Establishing uniform operational standards, electronic recordkeeping requirements, and compliance protocols to ensure consistent business, technology and compliance operations across all series while maintaining series isolation;
 
 6. **Investor Protection**: Strengthening investor protections through enhanced disclosure requirements, standardized membership interest classifications, and clear transfer restrictions.
 
-### Section 1.3 - Effect of Amendment and Restatement
+## Section 1.4 - Effect of Amendment and Restatement
 
 Upon execution of this Agreement:
 
@@ -53,21 +61,49 @@ Upon execution of this Agreement:
 
 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.
 
-3. **Prior Commitments Termination**: All previous written and verbal agreements, understandings, contracts, and commitments of any kind made by or on behalf of:
+3. **Termination of Specified Prior Commitments**: All previous written and verbal agreements, understandings, contracts, and commitments of any kind relating specifically to the governance, structure, and operation of the following entities are hereby terminated, rescinded, and rendered null and void in their entirety with immediate effect:
-   - Charles Wyble
    - Turnkey Network Systems LLC
    - Turnkey Network Systems Partnership
    - Turnkey Network Systems sole proprietorship
 
-   are hereby terminated, rescinded, and rendered null and void in their entirety with immediate effect.
+4. **Exceptions to Termination**: Notwithstanding the foregoing, the following types of agreements shall remain in full force and effect unless specifically terminated by separate written agreement:
+   - Commercial agreements with third-party vendors and clients
+   - Employment and independent contractor agreements with individuals
+   - Real property leases
+   - Equipment leases and purchase agreements
+   - Intellectual property licenses to or from third parties
+   - Confidentiality and non-disclosure agreements
+   - Banking and financial agreements
+   - Existing loans and financial commitments
 
-4. **Continuation of Business**: Notwithstanding the termination of prior agreements, 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.
+5. **Continuation of Business**: Notwithstanding the termination of prior governance agreements, 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.
 
-5. **Forward-Looking Governance**: This Agreement shall govern all aspects of the Company’s operations from the Effective Date forward. No party shall have any continuing obligations, rights, or duties under any prior agreements.
+6. **Transitional Matters**: The following transitional provisions shall apply:
+   - All actions duly taken under the Prior Agreement shall remain valid and enforceable;
+   - All series established under the Prior Agreement shall continue under this Agreement;
+   - All Members shall retain their membership interests, subject to the reclassification provisions in Article 5;
+   - The Board of Directors and Company Committee shall be constituted within 30 days of the Effective Date;
+   - All series shall adopt compliant Series Operating Agreements within 90 days of the Effective Date.
 
-6. **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.
+7. **Forward-Looking Governance**: This Agreement shall govern all aspects of the Company’s operations from the Effective Date forward. No party shall have any continuing obligations, rights, or duties under any prior governance agreements.
 
-## ARTICLE 2 - GLOSSARY OF TERMS
+8. **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.
+
+## Section 1.5 - Securities Law Notice
+
+THE MEMBERSHIP INTERESTS IN THE COMPANY AND ITS SERIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE TEXAS STATE SECURITIES BOARD, OR ANY OTHER STATE SECURITIES REGULATORY AUTHORITY. THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW, SPECIFICALLY SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE EXEMPTIONS UNDER THE TEXAS SECURITIES ACT.
+
+THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
+
+MEMBERSHIP INTERESTS MAY ONLY BE OFFERED TO AND ACQUIRED BY PERSONS WHO MEET THE INVESTOR SUITABILITY REQUIREMENTS ESTABLISHED BY THE COMPANY AND SET FORTH IN ARTICLE 5 OF THIS AGREEMENT. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION FOR ANY REASON AND IS NOT OBLIGATED TO ACCEPT ANY SUBSCRIPTION EVEN IF AN INVESTOR MEETS ALL SUITABILITY REQUIREMENTS.
+
+EACH INVESTOR MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT. EACH INVESTOR MUST HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THIS INVESTMENT.
+
+IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, ITS SERIES, THIS AGREEMENT, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
+
+NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR TAX ADVANTAGES WHICH MAY ACCRUE TO THE INVESTORS. NO ASSURANCE CAN BE GIVEN THAT EXISTING TAX LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY.
+
+## ARTICLE 2 - DEFINITIONS AND INTERPRETATION
 
 ### Section 2.1 - Defined Terms
 
@@ -107,47 +143,85 @@ For purposes of this Agreement, the following terms shall have the meanings spec
 
 14. **Series Member**: A person or entity holding a membership interest in a specific series.
 
-15. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3.
+15. **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.
 
-16. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1.
+16. **Subcircle**: A governance circle established by and double-linked to a Primary Circle, as more particularly described in Section 7.9.3.
 
-17. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board.
+17. **TDCMSP Series**: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1.
+
+18. **TSYS Group**: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board.
+
+19. **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.
 
 #### B. Membership and Economic Terms
 
-18. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2.
+20. **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.
 
-19. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3.
+21. **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.
 
-20. **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.
+22. **Class A Membership Interest**: A membership interest with full voting and economic rights, as more particularly described in Section 5.2.
 
-21. **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.
+23. **Class B Membership Interest**: A membership interest with economic rights only, as more particularly described in Section 5.3.
 
-22. **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.
+24. **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.
 
-23. **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.
+25. **Distribution**: Any transfer of cash or other property from a series to a Series Member in respect of the Member’s membership interest.
 
-24. **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.
+26. **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.
+
+27. **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.
+
+28. **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.
+
+29. **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.
+
+30. **Membership Interest**: A Member’s rights in a series, including economic rights, voting rights (if any), and rights to information.
+
+31. **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.
+
+32. **Securities Act**: The Securities Act of 1933, as amended.
+
+33. **Transfer**: Any direct or indirect sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition.
+
+34. **Treasury Regulations**: The regulations promulgated by the United States Department of the Treasury under the Internal Revenue Code, as amended from time to time.
 
 #### C. Operational and Technical Terms
 
-25. **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.
+35. **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.
 
-26. **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.
+36. **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.
 
-27. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group.
+37. **Fiscal Year**: The Company’s fiscal year, which shall be the calendar year unless otherwise determined by the Board.
 
-28. **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.
+38. **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.
 
-29. **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.
+39. **Known Element Enterprises** or **KNEL**: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group.
+
+40. **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.
+
+41. **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.
+
+42. **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.
 
 #### D. Entity-Specific Terms
 
-30. **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.
+43. **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.
 
-31. **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.
+44. **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.
 
-32. **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.
+45. **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.
+
+46. **Cell Board**: The governing body of a Cell Series, established in accordance with the applicable Cell Series Operating Agreement.
+
+#### E. Legal and Compliance Terms
+
+47. **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.
+
+48. **Indemnified Person**: A person entitled to indemnification under Section 10.7.
+
+49. **TBOC**: The Texas Business Organizations Code, as amended from time to time.
+
+50. **Tax Matters Representative**: The person designated to represent the Company or a series in tax matters, as described in the applicable Series Operating Agreement.
 
 ### Section 2.2 - Interpretation
 
@@ -159,18 +233,28 @@ In this Agreement, unless the context clearly requires otherwise:
 
 3. The words “herein,” “hereof,” “hereunder,” and similar terms shall refer to this Agreement as a whole and not to any specific section.
 
-4. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender.
+4. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender as well as neuter.
 
 5. Headings and captions are for convenience only and shall not affect the interpretation of this Agreement.
 
 6. References to any law, statute, or regulation shall include all amendments, modifications, or replacements of the same in effect at the relevant time.
 
-7. References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, supplemented, or modified from time to time.
+7. References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, supplemented, or modified from time to time in accordance with its terms.
 
 8. References to a person or entity shall include its successors and permitted assigns.
 
 9. In the case of any conflict between the provisions of this Agreement and the provisions of any schedule or exhibit, the provisions of this Agreement shall control.
 
+10. The term “person” includes individuals, corporations, partnerships, limited liability companies, joint ventures, associations, trusts, estates, governmental entities, and any other entity of any kind.
+
+11. Any reference to a number of days shall refer to calendar days unless Business Days are specified.
+
+12. The use of “or” is not intended to be exclusive unless expressly indicated otherwise.
+
+13. Mathematical and accounting terms not otherwise defined herein shall have the meanings attributable to them under United States generally accepted accounting principles.
+
+14. Monetary amounts referenced in this Agreement are in United States dollars unless otherwise specified.
+
 ### Section 2.3 - Schedules
 
 The following schedules are attached to and incorporated into this Agreement:
@@ -180,6 +264,10 @@ The following schedules are attached to and incorporated into this Agreement:
 3. Schedule C: Organizational chart of TSYS Group entities
 4. Schedule D: List of permanently established series
 5. Schedule E: Governance structure diagram
+6. Schedule F: Required securities law legends and notices
+7. Schedule G: Service Level Agreement (SLA) requirements and templates
+8. Schedule H: Dispute resolution procedures
+
 
 ## ARTICLE 3 - MANDATORY OPERATIONAL REQUIREMENTS