From 633c2ee5ec6681ec23e952bdde5ca64d12ce6d76 Mon Sep 17 00:00:00 2001 From: Charles N Wyble Date: Thu, 26 Dec 2024 18:19:32 -0500 Subject: [PATCH] moved from legacy repos --- .../RWSCP/CompanyNameAndPurpose.md | 37 + .../CompanyNameAndPurpose.md | 35 + .../CompanyNameAndPurpose.md | 38 + .../1.0/operating-agreement.docx | Bin 0 -> 27308 bytes .../1.0/operating-agreement.md | 1353 +++++++++++++++++ .../TurnkeyNetworkSystemsLLC/2.0-README.md | 13 + .../TurnkeyNetworkSystemsLLC/md5Initial | 2 + 7 files changed, 1478 insertions(+) create mode 100644 src/SeriesLLC-SuperCell-PostBootstrap/RWSCP/CompanyNameAndPurpose.md create mode 100644 src/TXSOS-Registered-ForProfit/RackRentalOperatingCompanyLLC/CompanyNameAndPurpose.md create mode 100644 src/TXSOS-Registered-ForProfit/SuborbitalSystemsDevelopmentCompanyLLC/CompanyNameAndPurpose.md create mode 100644 src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx create mode 100644 src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.md create mode 100644 src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/2.0-README.md create mode 100644 src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/md5Initial diff --git a/src/SeriesLLC-SuperCell-PostBootstrap/RWSCP/CompanyNameAndPurpose.md b/src/SeriesLLC-SuperCell-PostBootstrap/RWSCP/CompanyNameAndPurpose.md new file mode 100644 index 0000000..caf078e --- /dev/null +++ b/src/SeriesLLC-SuperCell-PostBootstrap/RWSCP/CompanyNameAndPurpose.md @@ -0,0 +1,37 @@ +# Organization + +## Company Name +The name of the limited liability company formed hereby shall be Redwood Springs Capital Partners LLC + +## Company Purpose +The Company shall have the power (whether conducted +directly or indirectly through any type of Investment in any type of +Person) to engage in the following activities: + +* acquiring + +* owning + +* holding + +* maintaining + +* improving + +* developing + +* operating + +* managing + +* leasing + +* selling + +* exchanging + +* the financing of any of the foregoing activities + +* and otherwise dealing with + +investments in the scope of it's thesis and approved by the TSG Board Of Directors Redwood Committe diff --git a/src/TXSOS-Registered-ForProfit/RackRentalOperatingCompanyLLC/CompanyNameAndPurpose.md b/src/TXSOS-Registered-ForProfit/RackRentalOperatingCompanyLLC/CompanyNameAndPurpose.md new file mode 100644 index 0000000..ac0e2c9 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/RackRentalOperatingCompanyLLC/CompanyNameAndPurpose.md @@ -0,0 +1,35 @@ +# Company Name +The name of the limited liability company formed hereby shall be RackRental.net Operating Company LLC + +# Company Purpose +The Company shall have the power (whether conducted +directly or indirectly through any type of Investment in any type of +Person) to engage in the following activities: + +* acquiring + +* owning + +* holding + +* maintaining + +* improving + +* developing + +* operating + +* managing + +* leasing + +* selling + +* exchanging + +* the financing of any of the foregoing activities + +* and otherwise dealing with + +All things related to RackRental.net diff --git a/src/TXSOS-Registered-ForProfit/SuborbitalSystemsDevelopmentCompanyLLC/CompanyNameAndPurpose.md b/src/TXSOS-Registered-ForProfit/SuborbitalSystemsDevelopmentCompanyLLC/CompanyNameAndPurpose.md new file mode 100644 index 0000000..28bdcd7 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/SuborbitalSystemsDevelopmentCompanyLLC/CompanyNameAndPurpose.md @@ -0,0 +1,38 @@ +# Organization + +## Company Name +The name of the limited liability company formed hereby shall be Suborbital Systems Development Co LLC + +## Company Purpose +The Company shall have the power (whether conducted +directly or indirectly through any type of Investment in any type of +Person) to engage in the following activities: + +* acquiring + +* owning + +* holding + +* maintaining + +* improving + +* developing + +* operating + +* managing + +* leasing + +* selling + +* exchanging + +* the financing of any of the foregoing activities + +* and otherwise dealing with + +All things related to PocketMesh, BridgeMesh, SkyMesh and any other related products +that will connect America. diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/1.0/operating-agreement.docx new file mode 100644 index 0000000000000000000000000000000000000000..da3700f150164e9b6c62c8e8acdb1bf7f2e4dcc8 GIT binary patch literal 27308 zcma&MQ;;BCxV2e!mu=g&ZQHIc+qP}nwr$(CZB2h?W+MKZIWc*Wkrx>mx!1GTtJv~V zz#zx~5D*XmH1Yki0RP7Y{qI@N!Nkguj`qKMb%Kl(umDWR?Kg_h&9)U)*x1Yqp`b0{ zGk8$?)y>=tIFm*7?~VXehkQidXqWrr9rl9t%uk+dR%E2WV1nbZyFtouC2(M2Xn2Vd<-KW(NDROafCm#ZhiU!p72g`|Xz3G+)NNT!!V9 zzhhdRK+T`xUu>)%s13wHq^7zh+O>`Bv?#Lf#`F4x?&bFHf0>hE+;q&pJ@eUNX6}@j z#byO+-0wBm)mvJV$&0l_U4Jc@ZM`PDMy=*`4q(z5rltl7~2}jJJ{Me(iz!0n9#aeTUjga$_>!N`@GhwfAly9gA}ie7KD&VNc)+4 zRc

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Operating Agreement** + +**of** + +**Turn Net Systems LLC** + +This Limited Liability Company Operating Agreement as amended from time +to time, including all Supplements (defined below) (the "**Agreement**") +of Turn Net Systems LLC, a Texas limited liability company (the +"**Company**") is entered into as of January 15, 2018 by Turn Net +Systems LLC. + +In order to form a limited liability company pursuant to and in +accordance with the Texas Business Organization Code (BOC), as amended +from time to time, the Members hereby agree as follows: + +**1. Definitions.** The following terms as used in this Agreement shall +be defined as follows: + +1.1 "**Certificate of Formation**" means the document filed with the +Texas Secretary of State required to form a limited liability company in +Texas. + +1.2 "**Person**" whether capitalized or not, means any individual, sole +proprietorship, joint venture, partnership, corporation, company, firm, +bank, association, cooperative, trust, estate, government, governmental +agency, regulatory authority, or other entity of any nature. + +1.3 "**Initial Member**" or "**Initial Members**" means those Persons +whose names are set forth in the first version of Schedule 1. A +reference to an "**Initial Member**" means any of the Initial Members. + +1.4 "**Membership Interest**" or "**Beneficial Interest**" means a +Person\'s right to share in the income, gains, losses, deductions, +credit or similar items of, and to receive distributions from, the +Company or Series, but does not include any other rights of a Member, +including the right to vote or to participate in management. + +1.5 "**Member**" means an Initial Member or a Person who otherwise +acquires a Membership Interest, as permitted under this Agreement, and +who remains a Member. Each Member may be a member with respect to one or +more Series as herein provided. + +1.6 "**Series**" means each separate series of limited liability company +interests in the Company established or provided in Sections 2 and 3 of +this Agreement and in accordance with the BOC. The Company may establish +various Series with differing Members, differing assets and separate +liabilities as more specifically provided in Section 3. + +1.7 "**Assignee**" means a Person who has acquired a Member's Membership +Interest in a Company Series, through a Transfer in accordance with the +terms of this Agreement. + +1.8 "**Accounting Policies and Procedures**" means the policies and +procedures adapted from time to time by the Board Of Directors for +preparation of the Company financial statement, financial projects and +other accounting reports. + +1.9 "**Adverse Consequences**" means all actions, suits, proceedings, +hearings, investigations, charges, complaints, demands, injunctions, +judgments, orders, decrees, rulings, damages, dues, penalties, fines, +costs, amounts paid in settlement, liabilities, obligations, liens, +losses, expenses, and fees, including court costs and reasonable +attorney's fees and expenses. + +1.10 "**Affiliate**" means, with respect to a Person, another Person, +directly or indirectly, through one or more intermediaries, controlling, +controlled by, or under common control with the Person in question. The +term "control" shall mean the possession, directly or indirectly, of the +power to direct or cause the direction of the management or policies of +the controlled Person. + +1.11 "**Assigning Member**" means a Member who by means of a Transfer +has transferred his or her Membership Interest in the Company to an +Assignee. + +1.12 "**Business Day**" means any day other than Saturday, Sunday or +other day on which commercial banks in Texas are authorized or required +to be closed under the laws of the state of Texas. + +1.13 "**Capital Account**" means, as to any Member, a separate account +maintained and adjusted in accordance with Section 4.3 (Allocation of +Profits and Losses). + +1.14 "**Capital Contribution**" means, with respect to any Member, the +amount of money, the forgiveness of any debt, the Fair Market Value of +any services or property (other than money) contributed to the Company +(net of liabilities secured by such contributed property that the +Company is considered to assume or take "subject to" under IRC Section +752) in consideration of a Percentage Interest held by such Member. +Under no conditions shall a Capital Contribution be deemed a loan. + +1.15 "**Code"** or "**IRC**" means the Internal Revenue Code of 1986, as +amended, and any successor provision. + +1.16 "**Confidential Information**" means everything encapsulated in the +Turn Net Systems Mutual NDA. + +1.17 "**Series Property**" means all assets, real, personal and other, +owned by the Series, whether or not contributed to the Series by a +Member. + +1.18 "**Encumber**" means the act of creating or purporting to create an +Encumbrance, whether or not perfected under applicable law. + +1.19 "**Encumbrance**" means, with respect to any Membership Interest, +or any element thereof, a mortgage, pledge, security interest, lien, +proxy coupled with an interest (other than as contemplated in this +Agreement), option, or preferential right to purchase. + +1.20 "**Fair Market Value**" or "**FMV**" means, with respect to any +item Series Property, the item\'s adjusted basis for federal income tax +purposes, except as follows: + +\(a\) The Fair Market Value of any property contributed by a Member to a +Series shall be the value of such property, as mutually agreed by the +contributing Member and the Series Members; and + +\(b\) The Fair Market Value of any item of Series Property distributed +to any Member shall be the value of such item of property on the date of +distribution, as mutually agreed by the receiving Member and the Series. + +1.21 "**Family**" means, with respect to a specified individual, such +individual's lineal or adopted descendants, his or her parents, spouse, +domestic partner, significant other, siblings, and lineal or adopted +descendants of any thereof, and any family limited partnership, trust or +other fiduciary or other entity solely for the benefit of (x) such +individual, (y) such individual's lineal or adopted descendants or (z) +such individual's parents, spouse, domestic partner, significant other, +siblings or lineal or adopted descendants of any thereof. + +1.22 "**Fiscal Year**" shall be from January 1 of each year until or +unless changed by a Majority Vote of the Members. + +1.23 "**Intellectual Property Rights**" means (a) all inventions +(whether or not patentable and whether or not reduced to practice), all +improvements thereto, and all patents, patent applications, and patent +disclosures, together with all reissuances, divisions, continuations, +continuations-in-part, revisions, renewals, extensions, and +reexaminations thereof, (b) all works of authorship, including all mask +work rights, database rights and copyrightable works, all copyrights, +all applications, registrations and renewals in connection therewith, +and all moral rights, (c) all trade secrets, (d) all registered and +unregistered trademarks, service marks, trade dress, domain names, +logos, trade names, and corporate names, together with all translations, +adaptations, derivations, and combinations thereof and including all +goodwill associated therewith, and all applications, registrations and +renewals in connection therewith, (e) all derivative works of any of the +foregoing; (f) any other similar rights or intangible assets recognized +under any laws or international conventions, and in any country or +jurisdiction in the world, and above the world (in space or near space), +as intellectual creations to which rights of ownership accrue, and all +registrations, applications, disclosures, renewals, extensions, +continuations or reissues of the foregoing now or hereafter in force, +and (g) all copies and tangible or intangible embodiments of all of the +foregoing (a) through (f) in any form or medium throughout the world, +above the world (in space or near space). Any of the foregoing as it +conflicts with the separately executed Turn Net Systems LLC IP +assignment agreement shall not be binding. + +1.24 "**Investment Entity**" means any Person in which the Company or a +Series has an Investment. + +1.25 "**Management Series**" means the Series established in Turn Net +Systems LLC Management Series Supplement provided to pursue management +activities of the Company. + +1.26 "**Board Of Directors**" means the collective group of persons +hereafter designated as Board Of Directors in accordance with this +Agreement, until such Person ceases to be a Director. + +1.27 "**Involuntary Transfer**" means, with respect to any Membership +Interest, or any element thereof, any Transfer or Encumbrance, whether +by operation of law, pursuant to court order, foreclosure of a security +interest, execution of a judgment or other legal process, or otherwise, +including a purported transfer to or from a trustee in bankruptcy, +receiver, or assignee for the benefit of creditors. + +1.28 "**Member Percentage Interest"** means the percentage set forth in +the Series supplement. + +1.29 "**Series Manager**" means any Person hereafter designated as a +Manager of a particular Series in accordance with this Agreement, as +each may from time to time be appointed. + +1.30 "**Profits and Losses**" means, for each fiscal year or other +period specified in this Agreement, an amount equal to the Company\'s +taxable income or loss for such year or period, determined in accordance +with Section 703 (a) of the Code. + +1.31 "**Reserve Amount**" means the amount from time to time established +by the Board Of Directors as a reserve to meet the reasonably +anticipated working capital needs of the Company and the Series. + +1.32 "**Series Member**" means a Member with respect to a particular +Series as established in accordance with this Agreement. + +1.33 "**Selling Member**" means a Member desires to sell any of his or +her Membership Interests. + +1.34 "**Sharing Ratios**" means the percentages in which Members +participate in and bear, certain items. Sharing Ratios shall be +established separately for each Series and for each Member therein, with +each Series Member having the Series Sharing Ratio with respect to such +Series as established in the Supplement establishing such Series. + +1.35 "**Substituted Member**" means a Transferee, other than an existing +Member, of the Membership Interest who may be admitted as a Member with +respect to such Membership Interest. + +1.36 "**Successor in Interest**" means an Assignee, a successor of a +Person by merger or otherwise by operation of law, or a transferee of +all or substantially all of the business or assets of a Person. + +1.37 "**Supplement**" means a supplement to this Agreement establishing +a Series, substantially in the form attached hereto as Schedule 3.1, +executed by the Board Of Directors, Series Manager and, where required +hereunder, the Series Members of the applicable Series. Schedule 3.1 is +the general form for establishing a Series hereunder, and is subject to +modification as approved by the Board Of Directors to establish Series, +to admit new Members to a Series, or to modify the provisions pertaining +to an existing Series. Each Supplement is hereby incorporated into, and +made a part hereof. + +1.38 "**Cause**" means (A) a finding by a court or other government body +or a plea or similar agreement admitting that an act or omission +constitutes a felony under the laws of the United States or the state of +Texas, or a violation of the securities law of any United States +governmental or self-regulatory body, (B) a material and/or fiduciary +breach of this agreement, or (C) fraudulent behavior. + +**2. Organization.** + +2.1 Company Name. The name of the limited liability company formed +hereby shall be Turn Net Systems LLC. + +2.2 Purpose. The Company shall have the power (whether conducted +directly or indirectly through any type of Investment in any type of +Person or through Series) to engage in any activity permitted by law. +This is inclusive of but not limited to the following activities and +approved by the Board Of Directors: acquiring, owning, holding, +maintaining, improving, developing, operating, managing, leasing, +selling, exchanging, and otherwise dealing with various technological +products and services; any other business or activity approved by the +Board Of Directors; and the financing of any of the foregoing +activities. Without limiting the generality of the foregoing, +Investments may take the form of acquisitions of interests in general +partnership, limited partnership, joint ventures, corporation, +syndicates, associates, business trust, limited liability companies, +undivided, sale-leaseback transition or the direct acquisition of +investment assets. + +2.3 Place of Business and Office; Resident Agent. The name and address +of the registered agent of the Company for service of process on the +Company in the State of Texas is: InCorp Services, Inc. 815 Brazos St., +Ste. 500 Austin, TX 78701 + +2.4 Term. The term of the Company shall commence upon the filing of the +Certificate of Formation with the Texas Secretary of State and shall +have perpetual existence unless it shall be dissolved and its affairs +shall have been wound up as provided in Section 10 (Dissolution and +Winding Up of Business). + +2.5 Qualification in Other Jurisdictions. The Company may register in +any other jurisdiction upon the approval of the Board Of Directors. + +2.6 No State Law Partnership. The Company shall not be a partnership or +joint venturer under any state or federal law, and no Member or Manager +shall be a partner or joint venture of any other Member or Manager for +any purposes; other than under the Code or other applicable tax laws, +and this Agreement may not be construed otherwise. + +2.7 Series of Members and Membership Interests. The Company, with the +Board Of Directors approval, may establish separate Series, as +contemplated by Section 101.601-101.622 of the Texas Business +Organization Code. Each Series may have separate Members and each Series +(i) will own separate assets, (ii) will have the separate rights and +powers as herein provided, and (iii) may have separate investment and +business purposes. The debts, liabilities, obligations and expenses +incurred, contracted for or otherwise existing from time to time with +respect to a particular Series shall be enforceable against the assets +of such Series only, and not against the assets of any other Series or +of the Company generally, none of the debts, liabilities, obligations +and expenses incurred, contract for, or otherwise existing with respect +to the Company generally or any other Series shall be enforceable +against the assets of such Series. + +\(b\) Upon admission to the Company, each Member may be designated as a +Series Member of a particular Series. A Member may be a member of more +than one Series. Each Member shall have the rights, duties and powers as +herein provided with respect to each Series of which it is a member. +Members of a Series will be designated by the Board Of Directors and +Series Manager. No Member shall have the right to vote any matter +pertaining to a particular Series, or with respect to the Company +generally, except as herein expressly provided. + +**3.Membership Series, Disposition of Interests** + +3.1 Membership Series. + +(a)The Company may from time to time, with the Board Of Directors's +prior approval, establish new Series. No Member shall have any right to +vote on the establishment of any new Series. + +(b)The Board Of Directors shall establish new Series by completing and +executing a Supplement therefore and causing each Series Member of such +Series to execute such Supplement, and if any such Series Member is a +married individual, in a common law marriage, or having a domestic +partner, causing each such Series Member's spouse, common law marriage +partner or domestic partner to execute a Consent of Spouse +("**Consent**") in the form of Exhibit A. Upon completion and execution +of each such Supplement and Consent, a new Series shall be established +with the Series Members therein designated, each of which shall have the +rights, duties and obligations established by this Agreement as +specified by such Supplement. + +(c)Once a Series has been established and the initial Series Members +therefore are admitted to such Series (such admission to be effective +upon their execution of the Supplement and, if applicable, the Consent), +no additional Members may be admitted to such Series without the Board +Of Directors and Series Manager prior approval. If the Board Of +Directors and Series Manager so approves, additional Members may be +admitted to such Series and each Series Member's Sharing Ratio therein +shall be subject to dilution to reflect the admission of such new Member +under the terms and conditions approved by the Series Manager. Unless a +Series Member agrees otherwise, any such dilution shall be prospective +only, and the Series Membership shall continue to share in distributing +of funds derived for any accounts receivable of the Series existing on +the date the new Members are admitted thereto in accordance with their +Series Sharing Rations preceding such dilution. Such admission may be +reflected as an amendment to the applicable supplement which shall be +valid (and such admission shall be effective) if executed by the Series +Manager and the new Members. Not withstanding the foregoing, if and to +the extent new Member's Series Sharing Ratio in such Series that has +vested pursuant to the provision of Section 3.4 and/or the applicable +Supplement shall not be subject to dilution by such admission; only the +position of such Series Sharing Ratios that has not so vested shall be +subject to dilution. + +3.2 Dispositions of Membership Interests. + +(a)General Restriction. A Member may not make an assignment, transfer or +other disposition (voluntarily, involuntarily or by operation of law) (a +"**Transfer**") of all or any portion of his or her Membership Interest, +nor pledge, mortgage, hypothecate, grant a security interest in, or +otherwise encumber (an "**Encumbrance**") all or any portion of its +Membership Interest, + +Any attempted Transfer of all or any portion of a Membership Interest, +other than in strict accordance with this Section, shall be void. + +3.3 Conflicts of Interest. \[Specify any restrictions on other +activities, if any\]. + +3.4 Resignation and Removal; Vesting and Conversion of Certain +Membership Interests. + +\(a\) Expulsion of a member for Cause. Expulsion of a Member requires an +affirmative vote by the Board Of Directors and by all Members in each +Series which the Member subject to expulsion is a Member of. The Member +subject to expulsion is not eligible to vote in the proceeding. + +\(b\) Self withdrawal of a Member requires an affirmative vote by the +Board Of Directors and by all Series Members which the applicable Member +is a Member of. The Member requesting self withdrawal is not eligible to +vote in the proceeding. + +\[Specify provisions on withdrawal, removal and vesting of membership +interests, if any\]. + +3.5 Creation of Additional Membership Interests. In addition to the +establishment of Series pursuant to Section 3.1 (Membership Series), +additional Membership Interests may be created and issued to existing +Members or to other Persons, and such other Persons may be admitted to +the Company as Members in one or more classes, with the approval of the +Board Of Directors, Series Manager and Series Members on such terms and +conditions as the Board Of Directors and Series Manager may approve at +the time of admission. The creation of new Membership Interests, the +admission of any new Members, or the creation of any new class or group +of Members in accordance with this Agreement may (i) result in the +dilution of the Sharing Ratios of existing Members, and (ii) be +reflected as an amendment to this Agreement or a Supplement which shall +be valid if executed by the Board Of Directors, Series Manager, existing +Members and new Member. Any such new Member that is a married individual +shall also, as a condition to becoming a Member, cause his or her spouse +to execute a Consent. + +3.6 Company Information. In addition to the other rights specifically +set forth in this Agreement, each Member is entitled to the following +information under the circumstances and conditions set forth in the BOC: +(1) true and full information regarding the status of the business and +financial condition of each Series of which it is a Series Member; (2) +promptly after becoming available, a copy of the Company's federal, +state and local income tax returns for each year applicable to each +Series of which it is a Series Member; (3) a current list of the name +and last known business, or mailing address of each Member and Manager; +(4) a copy of this Agreement and only those Supplements applicable to +each Series of which it is a Series Member, the Company's Certificate of +Formation, and all amendments to such documents; (5) true and full +information regarding the amount of cash and a description and statement +of the agreed value of any other property or services contributed by +each Member and which each Member has agreed to contribute in the +future, and the date on which each became a Member, to the extent +applicable to each Series of which it is a Series Member; and (6) other +information regarding the affairs of the Company to which that Member is +entitled pursuant to the BOC (including all the Company books and +records) to the extent applicable to each Series of which it is a Series +Member. To the maximum extent permitted by law, neither the Company nor +any Manager shall be obligated to provide any information to any Member +regarding a Series of which it is not a Series Member, and each Member +waives any rights it may have to such company information. + +3.7 Liability to Third Parties. No Member, solely by reason of being a +member, shall be liable for the debts, obligations, or liabilities of +the Company. + +3.8 Waiver of Fiduciary Duties. To the maximum extent permitted by law, +each Member absolutely and irrevocably waives any and all claims, +actions, causes of action, loss, damage and expense including any and +all attorneys' fees and other costs of enforcement arising out of or in +connection with any breach of any fiduciary duty by any other Member or +Manager or any of its Affiliates in the nature of actions taken or +omitted by any such other Persons, which actions or omissions would +otherwise constitute the breach of any fiduciary duty owed to the +Members, except a breach of any specific term of this Agreement. It is +the express intent of the Members that each Member and Manager and each +and all of their Affiliates shall be and hereby are relieved of any and +all fiduciary duties which might otherwise arise out of or in connection +with this Agreement to the Members or any of them. + +**4.Management of the Company and Series** + +4.1 Management of Company and Series. + +\(a\) The Series Manager shall be fully empowered and authorized to +implement the terms and provisions of each Board Of Directors approved +Business Plan and Annual Budget on behalf of the Series, subject to the +limitations set forth in Section 4.1(d). + +(b)The day to day affairs of each Series shall be directed by the Series +Manager therefore. The Series Manager shall be fully empowered and +authorized to implement the terms and provisions of each approved +Business Plan and Annual Budget on behalf of the Series, subject to the +limitations set forth in Section 4.1(d). + +\(c\) Not later than February 1 of each year, each Series Manager shall +deliver to the Board Of Directors a detailed proposed business plan (the +"**Business Plan**") for the Company's next succeeding fiscal year, +which shall include the proposed budget for such year (the "**Annual +Budget**"). + +The Business Plan and Annual Budget shall contain such other information +as the Series Manager wishes to include and shall contain such +information as the Board Of Directors may request. The Board Of +Directors will review the proposed Annual Budget and Business Plan, and +subject to required revisions, approve the same for the next succeeding +fiscal year no later than November 15 of each year. + +The Business Plan and Annual Budget shall include projected revenues, +expenses for the year in question, projected investment activities and +such other matters as the Series Manager may deem appropriate. If the +Annual Budget provides for a contingency or similar line item, then +unless otherwise specifically provided to the contrary therein, the +Series Manager shall be empowered to expend the amount set forth in such +line item for the Series obligations. If the Business Plan is not +approved by the date set forth above, then: (i) any items or portions +thereof that have been approved will become operative immediately; and +(ii) with respect to the Annual Budget, the Series Manager may expend, +in respect of noncapital or recurring expenses in any quarter of the +then current calendar year, an amount equal to the budget amount for the +corresponding quarter of the immediately preceding calendar year, as set +forth on the last approved Annual Budget after giving effect to any +material changes to the Series or its properties during the prior year; +however, if any contract approved as a part of any prior approved Annual +Budget or Business Plan provides for automatic increases in costs +thereunder after the beginning of the then current calendar year, then +the Series Manager may expend the amount of that increase. + +\(d\) Following submission and recording of the final version of the +Business Plan and Annual Budget, the Series Manager shall be authorized +to take the actions, incur obligations and make the expenditures therein +expressly set forth. The Series Manager shall not have any authority or +power to take any action on behalf of the Company or Series that would +constitute a Major Decision (as defined below), unless it has been +expressly approved in writing by the Board Of Directors. As used herein, +the term "**Major Decision**" shall include the following: + +\(1\) causing the Company or a Series to enter into any agreement which +would subject the Company or a Series or its assets to any recourse +liability for borrowings, or for capital contributions to any Person; + +\(2\) causing the Company or a Series to grant any interests in the +assets, profit, and income of the Company or a Series; + +\(3\) causing a dissolution of the Company or any Series; + +\(4\) regarding the Company assets, any sale, transfer, exchange, +mortgage, financing, hypothecation or encumbrance of all or any part +thereof, or any modification of the terms of the foregoing; + +\(5\) regarding the Company and Series financial affairs, (A) +determination of major accounting policies including selection of +accounting methods and making various decisions regarding treatment and +allocation of transactions for federal and state income, franchise or +other tax purposes (B) determination of the terms and conditions of all +borrowings of the Company or a Series and the identity of the lender +thereof (or (i) applicable Budget therefor; + +\(6\) regarding any Series Capital Contributions; + +\(7\) regarding the Company operations, approval of insurance coverages, +the underwriters thereof and claims related thereto, the settlement of +any litigation that is not fully covered by insurance involving more +than \$1000.00, entering into any contract which obligates the Company +or a Series for more than \$500.00 (except to the extent expressly set +forth in an Annual Budget) or which cannot be cancelled without payment +of a cancellation fee or other premium on not more than 30 days prior +notice; and entering into any lease for office space; + +\(8\) filing of any petition or consenting to the filing of any petition +that would subject the Company or a Series to a bankruptcy or similar +proceeding; + +\(9\) any other action which, considered before the taking thereof, +could reasonably be expected to have a material effect upon the business +or affairs of the Company or a Series or is a breach of fiduciary duty. + +4.2 Each Manager shall discharge its duties in a good and proper manner +as provided for in this Agreement. Each Manager, on behalf of the +Company or Series, as applicable, shall enforce agreements entered into +by the Company or the applicable Series, and conduct or cause to be +conducted the ordinary business and affairs of the Company or Series in +accordance with good industry practice and the provisions of this +Agreement. No Series Manager shall be required to devote a particular +amount of time to the Company's or Series business, but shall devote +sufficient time to perform its duties hereunder. The Company, or any +Series, may rely upon any action taken or document executed by the +applicable Series Manager or any Officer without duty of further +inquiry, and may assume that such Series Manager or Officer has the +requisite power and authority to take the action or execute the document +in question. + +4.3 Compensation of Members. Except as otherwise specifically provided +herein, no compensatory payment shall be made by the Company to any +Series Member for the services to the Company or Series of such Member +or any member or employee of such Member. + +4.4 Officers. The Board Of Directors may from time to time, designate +one or more Persons to be officers or agents of the Company (an +"**Officer**"). Any Officer so designated shall have such title and +authority and perform such duties as the Board Of Directors may, from +time to time, designate. Unless the Board Of Directors decides +otherwise, if the title is one commonly used for officers of a business +corporation, the assignment of such title shall constitute the +delegation to such Officer of the authority and duties that are normally +associated with that office, subject to any specific delegation of +authority and duties made to such Officer by the Board Of Directors. +Each Officer shall hold office until his successor shall be duly +designated and shall qualify or until his death or until he shall resign +or shall have been removed. The salaries or other compensation, if any, +of the Officers and agents of the Company shall be fixed from time to +time by the Board Of Directors. Any Officer may resign as such at any +time. Any Officer may be removed as such, with or without Cause, by the +Board Of Directors. Designation of an Officer shall not, in and of +itself, create contract rights. The initial Officers of the Company are: +Charles N Wyble, CEO; and Patti A Wyble, CFO. + +4.5 Indemnification; Reimbursement of Expenses; Insurance. To the +fullest extent permitted by law, and subject to the limitations set +forth in this Section, and with, in each case, the Board Of Directors +prior approval: (a) the Series shall indemnify each Series Manager or +Member for the entirety of any Adverse Consequences that a Series +Manager, or Member may suffer including, but not limited to, any +Manager, or Member who, is to be made a party to any pending or +completed action, suit or proceeding ("**Proceeding**"), any appeal +therein, or any inquiry or investigation preliminary thereto, solely by +reason of the fact that he or she is or was a Manager, Member and was +acting within scope of duties or under the authority of the Series and +was not in breach of agreements or violating fiduciary responsibility; +(b) the Series shall pay a Manager or Member for expenses incurred by +him or her (1) in advance of any deposition of a Proceeding to which +such Manager or Member is a party, and (2) in connection with his or her +appearance as a witness or other participation in any Proceeding. Such +indemnification shall also include counsel fees. The Series may +indemnify and advance expenses to an employee or agent of the Series to +the same extent and subject to the same conditions under which it may +indemnify and advance expenses to the Manager or Members under the +preceding sentence. The provisions of this Section shall not be +exclusive of any other right under any law, provision of the Certificate +or this Agreement, or otherwise. Notwithstanding the foregoing, this +indemnity shall not apply to actions constituting gross negligence, +willful misconduct or bad faith, or involving a material or fiduciary +breach of this Agreement or the duties set forth herein, which breach, +in the Series Manager's reasonable opinion, causes a substantial loss to +the Series, but shall apply to actions constituting simple negligence. +The Series may purchase and maintain insurance to protect itself and any +Manager, Member, employee or agent of the Series, whether or not the +Series would have the power to indemnify such Person under this Section. +This indemnification obligation shall be limited to the assets of the +Series, and no Member shall be required to make a Capital Contribution +in respect thereof. + +**5.Accounts and Records.** + +5.1 Records and Accounting; Reports; Fiscal Affairs. Proper and complete +records and books of accounting of the business of the Company, +including a list of names, addresses and interests of all Members, shall +be maintained under the direction of the Board Of Directors at the +Company's principal place of business. Each Member or his or her duly +authorized representative may examine the books of account of the +Company records, reports and other papers regarding the business and +financial condition of the Company, make copies and extracts therefrom +at such Member's expense, and discuss the affairs, finances and accounts +of the Company with independent public accountants of the Company, all +at such reasonable times and as often as may be reasonably requested. + +The books and records of the Company shall be kept on a cash basis in +accordance with generally accepted accounting principles applied on a +consistent basis, and in all events shall conform with Generally +Accepted Accounting Policies and Procedures. + +5.2 Fiscal Year End. The fiscal year end of the Company shall be +December 31. + +5.3 Keeper of the Books. At all times during the term of existence of +the Company, and beyond that term if deemed by Board Of Directors to be +necessary, the CFO shall keep or cause to be kept the books of accounts +referred to in Section 5.1 (Records and Accounting), and the following: + +\(a\) A current list of the full name and last known business or +residence address of each Member and each Series, together with the +Capital Contribution and the share in Profits and Losses of each Member; + +\(b\) A copy of the Certificate of Formation, as amended; + +\(c\) Executed counterparts of this Agreement, as amended; + +\(d\) Executed Supplements and Consents, if any; + +\(e\) Separate and distinct records for each Series and all Series +Investments and other assets, Series Members, Series Sharing Ratios, and +the Membership Interests attributable to each Series in accordance with +the provisions of the BOC. The separate books and records kept for each +Series shall be maintained in accordance with the provisions of this +Section. + +\(f\) Any powers of attorney under which the Company takes action; + +\(g\) Copies of the Company\'s federal, state, and local income tax or +information returns and reports, if any, for the six (6) most recent +taxable years; + +\(h\) Financial statements of the Company for the six (6) most recent +fiscal years; and + +\(i\) All Company records as they relate to the Company\'s internal +affairs for the current and past four (4) fiscal years. + +5.4 Member Examination of Records. Each Member, at its expense and under +the circumstance and conditions set forth in the BOC, may at all +reasonable times during usual business hours, audit, examine and make +copies of account records, files and bank statements of the Company +applicable to each Series of which it is a Series Member. Such right may +be exercised by any Member or by its designated agents or employees. + +5.5 Bank Accounts. All funds of the Company shall be deposited in one or +more accounts with one or more recognized financial institutions in the +name of the Company, at such locations as shall be determined by the +Board Of Directors and CFO. Withdrawal from such accounts shall require +the signature of such Person or Persons as the Board Of Directors and +Series Manager jointly designate. + +5.6 Members' Tax Requirements. Within sixty (60) days after the end of +each taxable year, the Company shall forward to each Member all +information necessary for the Members to complete their federal and +state income tax or information returns, and a copy of the Company\'s +federal, state, and local income tax or information returns for such +year. + +**6.Capital Contributions and Finance** + +6.1 Membership Records. The name and business address, Capital +Contributions, and Percentage Interest of each of the Members is set +forth in Schedule 1. + +6.2 Capital Contribution. The Board Of Directors and Series Manager +shall determine if Capital Contributions are required to enable a Series +to invest in any Investment Entity or to operate its business. No Member +shall have any obligation to make any Capital Contribution. +Notwithstanding the foregoing, Management Series members or Series +Managers, in their sole and absolute discretion, may at any time elect +to fund or not fund further Capital Contributions with respect to the +Company or any Investment, Investment Entity, or Series without any +liability whatsoever to the Company or any Member, even if such failure +to contribute results in the loss of any opportunity or the forfeiture +of any Investment or interest in any Investment Entity, or results in +any other penalty or liability. + +6.3 Return of Contributions. Except as expressly provided herein, no +Member shall be entitled to the return of any part of its Capital +Contributions, to be paid interest in respect of either its Capital +Account or any Capital Contribution made by it or paid for the fair +market value of its Membership Interest upon withdrawal or otherwise. +Unrepaid Capital Contributions shall not be a liability of the Company, +any Series or of any Member. No Member shall be required to contribute +or lend any cash or property to the Company or any Series to enable the +Company or Series to return any Member's Capital Contributions. + +6.4 Member Guaranties.No Member shall undertake to guarantee or +otherwise become liable for any obligation of the Company, or any +obligation in respect of a Series or an Investment Entity. + +**7. Investments.** + +7.1 Investments. All Investments by any Series shall be made on such +terms and conditions as the Series Manager and Members may determine. + +**8. Distributions.** + +8.1 Distributions in General. From time to time, but not less often than +monthly, the Manager and CFO shall determine (i) the amount, if any, by +which the Company's funds then on hand exceed the Reserve Amount (such +excess being referred to herein as "**Excess Funds**"), and (ii) the +Series from which such Excess Funds have been derived. Excess Funds +shall be distributed to the Members as provided in Section 8.2 and +Section 8.3. + +8.2 Temporary Distributions. If the Board Of Directors, CEO and CFO +determines that there are Excess Funds subject to distribution but that +additional Capital Contributions will be required on the part of the +Management Series for future Company or Series needs within the next two +(2) calendar month period, then the Board Of Directors, CEO and CFO may +elect to make temporary distributions of such Excess Funds to the +Management Series which distributions shall have the effect of reducing +the amount of Capital Contributions outstanding on the part of the +Management Series, as applicable. If any such distributions have not +been returned by the Management Series, as applicable, by way of making +Capital Contributions to the Company or Series as applicable within +twelve (12) full calendar months following the date of such distribution +(or, if sooner, upon the dissolution, liquidation, and termination of +the Company or Series), then the Management Series, as applicable, shall +return the amount so distributed to them pursuant to this Section as +Capital Contributions. + +8.3 Distributions to Members.(a) Not later than the 15th day of each +calendar month, the Excess Funds derived from the business and +operations of each Series (the "**Source Series**") shall be distributed +as follows: + +\(1\) First, to the Management Series in return of their unreturned +Capital Contributions made to the Source Series, in proportion to the +unpaid balances thereof; + +\(2\) Next to the Series Members of the Source Series in accordance with +their Sharing Ratios therein. + +8.4 Withholding. The Company may withhold distributions or portions +thereof if it is required to do so by any applicable rule, regulation, +or law, and each Member hereby authorizes the Company to withhold from +or pay on behalf of or with respect to such Member any amount of +federal, state, local or foreign taxes that the Board Of Directors, CEO +and CFO reasonably determines that the Company is required to withhold +or pay with respect to any amount distributable or allocatable to such +Member pursuant to this Agreement. Any amounts so paid or withheld with +respect to a Member pursuant to this Section shall be treated as having +been distributed to such Member and shall reduce any amounts otherwise +distributable to such Member (either currently or in the future) +pursuant to Section 8.3 (Distribution to Members) or Section 10 +(Dissolution). + +**9. Capital Accounts, Allocations and Tax Matters.** + +9.1 Federal Tax Items. Items of income, gain, deduction, loss, credit +and all other federal tax items shall be allocated to the Members as +provided in Schedule 9 or in any applicable Supplement. + +**10. Withdrawal, Dissolution, Liquidation and Termination.** + +10.1 Dissolution, Liquidation, and Termination Generally. + +\(a\) The Company shall be dissolved upon the first to occur of any of +the following: + +\(1\) The sale or disposition of all assets of the Company and the +receipt, in cash, of all consideration therefor, and the determination +of the Board Of Directors and all Series Managers and Series Members not +to continue the business of the Company directly or through an +Investment Entity; + +\(2\) The occurrence of any event which, as a matter of law, requires +that the Company be dissolved. + +\(b\) Any Series of the Company shall be dissolved upon the first to +occur of any of the following: + +\(1\) The sale or disposition of all assets of the Series and the +receipt, in cash, of all consideration therefor, and the determination +of the Board Of Directors and Series Manager not to continue the +business of the Series directly or through an Investment Entity; + +\(2\) The determination of the Series Manager and all series members to +dissolve the Series; and + +\(3\) The occurrence of any event which as a matter of law requires that +the Series be dissolved. + +10.2 Liquidation and Termination. Upon dissolution of the Company or a +Series such Person as the Board Of Directors may designate shall act as +liquidator. The liquidator shall proceed diligently to wind up the +affairs of the applicable Company or Series and make final distributions +as provided herein. The costs of liquidation shall be a Company or +Series expense, as applicable. Until final distribution, the liquidator +shall continue to operate the Company or Series with all of the power +and authority of the Board Of Directors or Series Manager, as applicable +hereunder. The steps to be accomplished by the liquidator are as +follows: + +\(a\) as promptly as possible after dissolution and again after final +liquidation, the liquidator shall cause a proper accounting to be made +by a firm of certified public liquidator, which shall cause a proper +accounting to be made by a firm of certified public accountants +acceptable to the Board Of Directors of the applicable Company's or +Series' assets, liabilities, and operations through the last day of the +calendar month in which the dissolution shall occur or the final +liquidation shall be completed, as applicable; + +\(b\) the liquidator shall cause the applicable Company or Series to +satisfy all of the debts and liabilities of said Company or Series and +(whether by payment or the making of reasonable provision for payment +thereof); and + +\(c\) all remaining assets of the Company or Series shall be distributed +to the Members or applicable Series Members as follows: + +\(1\) the liquidator may sell any or all applicable Company or Series +property and the sum of (A) any resulting gain or loss from each sale +plus (B) the fair market value of such property that has not been sold +shall be determined and (notwithstanding the provisions of Section 9 +(Capital Accounts)) income, gain, loss, and deduction inherent in such +property (that has not been reflected in the Capital Accounts +previously) shall be allocated among the Members to the extent possible +to cause the Capital Account balance of each Member to equal the amount +distributable to such Member under Section 10.2(c)(2); and + +\(2\) Company or Series property as applicable shall be distributed to +the Members as provided in Section 8.3 (Distribution to Members). + +10.3 Deficit Capital Accounts. No Member shall be required to pay to the +Company, Series, to any other Member or to any third party any deficit +balance which may exist from time to time in the Member's Capital +Account. + +10.4 Cancellation of Certificate. In the case of the dissolution, +liquidation and termination of the Company, on completion of the +distribution of Company assets, the Board Of Directors (or such other +person as the BOC may require or permit) shall file a Certificate of +Cancellation with the Secretary of State of Texas, cancel any other +filings made pursuant to Section 2.5 (Qualification in Other +Jurisdictions) and take such other actions as may be necessary to +terminate the existence of the Company. In the case of the dissolution, +liquidation and termination of a Series, the Manager shall file such +certificates as may be required by the BOC or other law in respect +thereof. + +**11.Arbitration** + +Any controversy, claim or dispute arising out of or relating to this +Agreement, shall be settled by binding arbitration in Austin TX. Such +arbitration shall be conducted in accordance with the then prevailing +commercial arbitration rules of American Arbitration Association +("**AAA**"), with the following exceptions if in conflict: (a) one +arbitrator shall be chosen by the AAA (the "**Arbitrator**"); (b) each +party to the arbitration will pay its pro rata share of the expenses and +fees of the arbitrator, together with other expenses of the arbitration +incurred or approved by the Arbitrator; and (c) arbitration may proceed +in the absence of any party if written notice (pursuant to the +Arbitrator's rules and regulations) of the proceeding has been given to +such party. The parties agree to abide by all decisions and awards +rendered in such proceedings. Such decisions and awards rendered by the +arbitrator shall be final and conclusive and may be entered in any court +having jurisdiction thereof as a basis of judgment and of the issuance +of execution for its collection. All such controversies, claims or +disputes shall be settled in this manner in lieu of any action at law or +equity, provided however, that nothing in this subsection shall be +construed as precluding bringing an action for injunctive relief or +other equitable relief. The Arbitrator shall not have the right to award +punitive damages or speculative damages to either party and shall not +have the power to amend this Agreement. IF FOR ANY REASON THIS +ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE +FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES +ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY +ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS +AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. + +**12.Miscellaneous.** + +12.1 Notices. All notices provided for or permitted to be given pursuant +to this Agreement must be in writing and shall be given or served by (a) +depositing the same in the United States mail addressed to the party to +be notified, postpaid and certified with return receipt requested, (b) +by delivering such notice in person to such party, or (c) by facsimile. +All notices are to be sent to or made at the addresses set forth on the +signature pages hereto. All notices given in accordance with this +Agreement shall be effective upon delivery at the address of the +addressee. By giving written notice thereof, each Member shall have the +right from time to time to change its address pursuant hereto. + +12.2 Governing Law. This Agreement and the obligations of the Members +hereunder shall be construed and enforced in accordance with the laws of +the State of Texas, excluding any conflicts of law rule or principle +which might refer such construction to the laws of another state or +country. + +12.3 Entireties; Amendments. This Agreement and its exhibits constitute +the entire agreement between the Members relative to the formation of +the Company. Except as otherwise provided herein, no amendments to this +Agreement shall be binding upon any Member unless set forth in a +document duly executed by such Member. + +12.4 Waiver. No consent or waiver, express or implied, by any Member of +any breach or default by any other Member in the performance by the +other Member of its obligations hereunder shall be deemed or construed +to be a consent or waiver to or of any other breach or default in the +performance by such other Member of the same or any other obligation +hereunder. Failure on the part of any Member to complain of any act or +to declare any other Member in default, irrespective of how long such +failure continues, shall not constitute a waiver of rights hereunder. + +12.5 Severability. If any provision of this Agreement or the application +thereof to any Person or circumstances shall be invalid or unenforceable +to any extent, and such invalidity or unenforceability does not destroy +the basis of the bargain between the parties, then the remainder of this +Agreement and the application of such provisions to other Persons or +circumstances shall not be affected thereby and shall be enforced to the +greatest extent permitted by law. + +12.6 Ownership of Property and Right of Partition. A Member's interest +in the Company shall be personal property for all purposes. No Member +shall have any right to partition the property owned by the Company. + +12.7 Captions, References. Pronouns, wherever used herein, and of +whatever gender, shall include natural persons and corporations and +associations of every kind and character, and the singular shall include +the plural wherever and as often as may be appropriate. Article and +section headings are for convenience of reference and shall not affect +the construction or interpretation of this Agreement. Whenever the terms +"hereof," "hereby," "herein," or words of similar import are used in +this Agreement they shall be construed as referring to this Agreement in +its entirety rather than to a particular section or provision, unless +the context specifically indicates to the contrary. Any reference to a +particular "Article" or a "Section" shall be construed as referring to +the indicated article or section of this Agreement unless the context +indicates to the contrary. + +12.8 Involvement of Members in Certain Proceedings. Should any Member +become involved in legal proceedings unrelated to the Company's business +in which the Company is required to provide books, records, an +accounting, or other information, then such Member shall indemnify the +Company from all expenses incurred in conjunction therewith. + +IN WITNESS WHEREOF, the undersigned, intending to be legally bound +hereby, has duly executed this Limited Liability Company Agreement as of +the date and year first aforesaid. + +**13. Board Of Directors** + +The Board Of Directors shall be elected yearly by the LLC membership. + +The initial directors shall  be: + +Shawn Robinson + +Aaron Wolf  + +The initial term shall be from 01/01/2018 to 01/01/2019  + +The board shall be governed by the charter.  + +  + +Turn Net Systems + +TX Series LLC Operating Agreement + +**Schedule 9** + +**Capital Accounts, Allocations and Tax Matters** + +**1. Definitions.** The following terms shall have the following +meanings: + +\(a\) "**Adjusted Capital Account**" means, with respect to a Member, +such Member's Capital Account as of the end of each fiscal year, as the +same is specially computed to reflect the adjustments required or +permitted to be taken into account in applying Regulations Section +1.704-1(b)(2)(ii)*(d)* (including adjustments for Partnership Minimum +Gain and Partner Nonrecourse Debt Minimum Gain). + +\(b\) "**Adjusted Capital Account Deficit**" means, for each Member, the +deficit balance, if any, in that Member's Adjusted Capital Account. + +\(c\) "**Capital Account**" shall have the meaning set forth in Section +2. + +\(d\) "**Code**" means the Internal Revenue Code of 1986, as amended +from time to time, and any corresponding provisions of succeeding law. + +\(e\) "**Depreciation**" means, for each taxable year or other period, +an amount equal to the depreciation, amortization or other cost recovery +deduction allowable with respect to an asset for the year or other +period, except that if the Gross Asset Value of an asset differs from +its adjusted basis for federal income tax purposes at the beginning of +the year or other period, Depreciation will be an amount which bears the +same ratio to the beginning Gross Asset Value as the federal income tax +depreciation, amortization or other cost recovery deduction for the year +or other period bears to the beginning adjusted tax basis, provided that +if the federal income tax depreciation, amortization, or other cost +recovery deduction for the year or other period is zero, Depreciation +will be determined with reference to the beginning Gross Asset Value +using any reasonable method selected by the Manager . + +\(f\) "**Gross Asset Value**" has the meaning assigned to it in Section +3. + +\(g\) "**Partner Nonrecourse Debt**" has the meaning assigned to it in +Regulations Sections 1.704-2(b)(4) and 1.752-2. + +\(h\) "**Partner Nonrecourse Debt Minimum Gain**" has the meaning +assigned to it in Regulations Section 1.704-2(i)(3). + +\(i\) "**Partner Nonrecourse Deductions**" has the meaning assigned to +it in Regulations Section 1.704-2(i)(2). + +\(j\) "**Partnership Minimum Gain**" has the meaning assigned to it in +Regulations Section 1.704-2(d). + +\(k\) "**Profits**" and "**Losses**" mean, for each taxable year or +other period, an amount equal to the Company's (including all Series') +taxable income or loss for the year or other period determined in +accordance with Section 703(a) of the Code (including all items of +income, gain, loss or deduction required to be stated separately under +Section 703(a)(1) of the Code), with the following adjustments: + +\(1\) Any income that is exempt from federal income tax and not +otherwise taken into account in computing Profits or Losses will be +added to taxable income or loss; + +\(2\) Any expenditures described in Code Section 705(a)(2)(B) or treated +as Section 705(a)(2)(B) expenditures under Regulations Section +1.704-1(b)(2)(iv)*(i)*, and not otherwise taken into account in +computing Profits or Losses, will be subtracted from taxable income or +loss; + +(3)Gain or loss resulting from any disposition of property with respect +to which gain or loss is recognized for federal income tax purposes will +be computed by reference to the Gross Asset Value of the property, +notwithstanding that the adjusted tax basis of the property differs from +its Gross Asset Value; + +\(4\) In lieu of depreciation, amortization and other cost recovery +deductions taken into account in computing taxable income or loss, there +will be taken into account Depreciation for the taxable year or other +period; + +\(5\) Any items which are specially allocated under Sections 4(b), 4(c) +or 4(d) will not affect calculations of Profits or Losses; and + +\(6\) If the Gross Asset Value of any asset is adjusted under Sections +3(b) or 3(c), the adjustment will be taken into account as gain or loss +from disposition of the asset for purposes of computing Profits or +Losses. + +\(l\) "**Regulations**" means the regulations promulgated by the United +States Department of the Treasury pursuant to and in respect of +provisions of the Code. All references herein to sections of the +Regulations shall include any corresponding provisions of succeeding, +similar, substitute proposed or final Regulations. + +\(m\) "**Regulatory Allocations**" has the meaning assigned to it in +Section 4(c). + +**2. Capital Accounts.** + +\(a\) Establishment and Maintenance. A separate capital account will be +maintained for each Member (each capital account maintained for a Member +is herein called a "**Capital Account**"). The Capital Accounts of each +Member will be determined and adjusted (with all calculations being made +on an individual basis) as follows: + +\(1\) Each Member's Capital Account will be credited with the Member's +Capital Contributions, the Member's distributive share of Profits, any +items in the nature of income or gain that are specially allocated to +the Member under Sections 4(b) or 4(c), and the amount of any Company +liabilities that are assumed by the Member or secured by any Company +property distributed to the Member; + +\(2\) Each Member's Capital Account will be debited with the amount of +cash and the Gross Asset Value of any Company property distributed to +the Member under any provision of this Agreement, the Member's +distributive share of Losses, any items in the nature of deduction or +loss that are specially allocated to the Member under Section 4(b) or +4(c), and the amount of any liabilities of the Member assumed by the +Company or which are secured by any property contributed by the Member +to the Company; + +\(3\) If any interest in the Company is transferred in accordance with +the terms of this Agreement, the transferee will succeed to the Capital +Account of the transferor to the extent it relates to the transferred +interest. + +\(b\) Modifications by Manager. The provisions of this Section and the +other provisions of this Agreement relating to the maintenance of +Capital Accounts have been included in this Agreement to comply with +Section 704(b) of the Code and the Regulations promulgated thereunder +and will be interpreted and applied in a manner consistent with those +provisions. The Manager may modify the manner in which the Capital +Accounts are maintained under this Section to comply with those +provisions, as well as upon the occurrence of events that might +otherwise cause this Agreement not to comply with those provisions; +however, without the unanimous consent of all Members, the Manager may +not make any modification to the way Capital Accounts are maintained if +such modification would have the effect of changing the amount of +distributions to which any Member would be entitled during the +operation, or upon the liquidation, of the Company. + +**3. Adjustment of Gross Asset Value.** "**Gross Asset Value**", with +respect to any asset, is the adjusted basis of that asset for federal +income tax purposes, except as follows: + +\(a\) The initial Gross Asset Value of any asset contributed (or deemed +contributed under Code Sections 704(b) and 752 and the Regulations +promulgated thereunder) by a Member to the Company will be the fair +market value of the asset on the date of the contribution, as determined +by the Manager; + +\(b\) The Gross Asset Values of all Company assets will be adjusted to +equal the respective fair market values of the assets, as determined by +the Manager, as of (1) the acquisition of an additional interest in the +Company by any new or existing Member in exchange for more than a de +minimis capital contribution, (2) the distribution by the Company to a +Member of more than a de minimis amount of Company property as +consideration for an interest in the Company if an adjustment is +necessary or appropriate to reflect the relative economic interests of +the Members in the Company, and (3) the liquidation of the Company +within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); + +\(c\) The Gross Asset Value of any Company asset distributed to any +Member will be the gross fair market value of the asset on the date of +distribution; + +\(d\) The Gross Asset Values of Company assets will be increased or +decreased to reflect any adjustment to the adjusted basis of the assets +under Code Section 734(b) or 743(b), but only to the extent that the +adjustment is taken into account in determining Capital Accounts under +Regulations Section 1.704-1(b)(2)(iv)*(m)*, provided that Gross Asset +Values will not be adjusted under this Section 3 to the extent that the +Manager determines that an adjustment under Section 3.(b) is necessary +or appropriate in connection with a transaction that would otherwise +result in an adjustment under this Section 3.(d); + +\(e\) After the Gross Asset Value of any asset has been determined or +adjusted under Sections 3.(a), 3.(b) or 3.(d), Gross Asset Value will be +adjusted by the Depreciation taken into account with respect to the +asset for purposes of computing Profits or Losses. + +**4. Profits, Losses and Distributive Shares of Tax Items.** + +\(a\) Allocations of Profits and Losses. Except as otherwise provided in +this Agreement, and after taking into account any allocations under +Sections 4.(b) and 4.(c), Profits and Losses of the Company (including +all Series) shall be allocated among the Members in a manner such that +the Capital Account of each Member, immediately after making such +allocation, is, as nearly as possible, equal (proportionately) to (i) +the distributions that would be made to such Member pursuant to Section +8.3 if the Company were dissolved, its affairs wound up and its assets +(including all Series assets) sold for cash equal to their Gross Asset +Value, all Company liabilities (including all Series liabilities) were +satisfied (limited with respect to each nonrecourse liability to the +Gross Asset Value of the assets securing such liability), and the net +assets of the Company (and all Series) were distributed in accordance +with Section 8.3 and to the Members immediately after making such +allocation, minus (ii) such Member's share of Partnership Minimum Gain +and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to +the hypothetical sale of assets. + +\(b\) Special Allocations. The following special allocations will be +made in the following order and priority before the allocations of +Profits and Losses under Section 4(a): + +\(1\) Partnership Minimum Gain Chargeback. If there is a net decrease in +Partnership Minimum Gain during any taxable year or other period for +which allocations are made, before any other allocation under this +Agreement, each Member will be specially allocated items of Company +income and gain for that period (and, if necessary, subsequent periods) +in proportion to, and to the extent of, an amount equal to such Member's +share of the net decrease in Partnership Minimum Gain during such year +determined in accordance with Regulations Section 1.704-2(g)(2). The +items to be allocated will be determined in accordance with Regulations +Section 1.704-2(g). This Section is intended to comply with the +Partnership Minimum Gain chargeback requirements of the Regulations, +will be interpreted consistently with the Regulations and will be +subject to all exceptions provided therein. + +\(2\) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding +any other provision of this Section 4 (other than Section 4.(b)(1) which +shall be applied first), if there is a net decrease in Partner +Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt +during any taxable year or other period for which allocations are made, +any Member with a share of such Partner Nonrecourse Debt Minimum Gain +(determined under Regulations Section 1.704-2(i)(5)) as of the beginning +of the year will be specially allocated items of Company income and gain +for that period (and, if necessary, subsequent periods) in an amount +equal to such Member's share of the net decrease in the Partner +Nonrecourse Debt Minimum Gain during such year determined in accordance +with Regulations Section 1.704-2(g)(2). The items to be so allocated +will be determined in accordance with Regulations Section 1.704-2(g). +This Section 4.(b)(2) is intended to comply with the Partner Nonrecourse +Debt Minimum Gain chargeback requirements of the Regulations, will be +interpreted consistently with the Regulations and will be subject to all +exceptions provided therein. + +\(3\) Qualified Income Offset. A Member who unexpectedly receives any +adjustment, allocation or distribution described in Regulations Sections +1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated items of +Company income and gain in an amount and manner sufficient to eliminate, +to the extent required by the Regulations, the Adjusted Capital Account +Deficit of the Member as quickly as possible. + +\(4\) Nonrecourse Deductions. Nonrecourse Deductions for any taxable +year or other period for which allocations are made will be allocated +among the Members in proportion to their respective Series Sharing +Ratios for the Series obligated on the nonrecourse liabilities giving +rise to the Nonrecourse Deductions. + +\(5\) Partner Nonrecourse Deductions. Notwithstanding anything to the +contrary in this Agreement, any Partner Nonrecourse Deductions for any +taxable year or other period for which allocations are made will be +allocated to the Member who bears the economic risk of loss with respect +to the Partner Nonrecourse Debt to which the Partner Nonrecourse +Deductions are attributable in accordance with Regulations Section +1.704-2(i). + +\(6\) Code Section 754 Adjustments. To the extent an adjustment to the +adjusted tax basis of any Company asset under Code Sections 734(b) or +743(b) is required to be taken into account in determining Capital +Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of +the adjustment to the Capital Accounts will be treated as an item of +gain (if the adjustment increases the basis of the asset) or loss (if +the adjustment decreases the basis), and the gain or loss will be +specially allocated to the Members in a manner consistent with the +manner in which their Capital Accounts are required to be adjusted under +Regulations Section 1.704-1(b)(2(iv)(m). + +\(c\) Curative Allocations. The allocations set forth in Section 4.(b) +(the "**Regulatory Allocations**") are intended to comply with certain +requirements of Regulations Sections 1.704-1(b) and 1.704-2. The +Regulatory Allocations may effect results which would be inconsistent +with the manner in which the Members intend to divide Company +distributions. Accordingly, the Manager is authorized to divide other +allocations of Profits, Losses, and other items among the Members, to +the extent that they exist, so that the net amount of the Regulatory +Allocations and the special allocations to each Member is zero. The +Manager will have discretion to accomplish this result in any reasonable +manner that is consistent with Code Section 704 and the related +Regulations. + +\(d\) Tax Allocations---Code Section 704(c). For federal, state and +local income tax purposes, Company income, gain, loss, deduction or +expense (or any item thereof) for each fiscal year shall be allocated to +and among the Members to reflect the allocations made pursuant to the +provisions of this Section 4 for such fiscal year. In accordance with +Code Section 704(c) and the related Regulations, income, gain, loss and +deduction with respect to any property contributed to the capital of the +Company, solely for tax purposes, will be allocated among the Members so +as to take account of any variation between the adjusted basis to the +Company of the property for federal income tax purposes and the initial +Gross Asset Value of the property (computed in accordance with Section +3). If the Gross Asset Value of any Company asset is adjusted under +Section 3(b), subsequent allocations of income, gain, loss and deduction +with respect to that asset will take account of any variation between +the adjusted basis of the asset for federal income tax purposes and its +Gross Asset Value in the same manner as under Code Section 704(c) and +the related Regulations. Any elections or other decisions relating to +allocations under this Section will be made in any manner that the +Manager determines reasonably reflects the purpose and intention of this +Agreement. Allocations under this Section are solely for purposes of +federal, state and local taxes and will not affect, or in any way be +taken into account in computing, any Member's Capital Account or share +of Profits, Losses or other items or distributions under any provision +of this Agreement. + +\(e\) Members Bound. Members shall be bound by the provisions of this +Section in reporting their shares of Company income and loss for income +tax purposes. + +**5. Tax Returns.** The Manager shall cause to be prepared and filed all +necessary federal and state income tax returns for the Company, +including making the elections described in Section 6 (Tax +Elections).Each Member shall furnish to the Manager all pertinent +information in its possession relating to Company operations that is +necessary to enable such income tax returns to be prepared and filed. + +**6. Tax Elections.** The following elections shall be made on the +appropriate returns of the Company: + +\(a\) to adopt the calendar year as the Company's fiscal year; + +\(b\) to keep the Company's books and records on the income-tax method; + +\(c\) if there is a distribution of Company property as described in +section 734 of the Code or if there is a transfer of a Company interest +as described in section 743 of the Code, upon written request of any +Member, to elect, pursuant to section 754 of the Code, to adjust the +basis of Company properties; and + +\(d\) to elect to amortize the organizational expenses of the Company +ratably over a period of sixty (60) months as permitted by section +709(b) of the Code. + +No election shall be made by the Company or any Member to be excluded +from the application of the provisions of subchapter K of chapter 1 of +subtitle A of the Code or any similar provisions of applicable state +laws. + +**7. Tax Matters Member.** The Manager shall be the "**tax matters +partner**" of the Company pursuant to section 6231(a)(7) of the Code. As +tax matters partner, such Member shall take such action as may be +necessary to cause each other Member to become a "**notice partner**" +within the meaning of section 6223 of the Code. Such Member shall inform +each other Member of all significant matters that may come to its +attention in its capacity as tax matters partner by giving notice +thereof within ten days after becoming aware thereof and, within such +time, shall forward to each other Member copies of all significant +written communications it may receive in such capacity. Such Member +shall not take any action contemplated by sections 6222 through 6232 of +the Code without the consent of the Manager. This provision is not +intended to authorize such Member to take any action left to the +determination of an individual Member under sections 6222 through 6232 +of the Code. + +**8. Allocations on Transfer of Interests.** The Company income, gain, +loss or deduction allocable to any Member in respect of any interest in +the Company which may have been transferred shall be allocated during +such year based upon an interim closing of the Company's books as +described in the first sentence of Treasury Regulations § +1.706-1(c)(2)(ii), taking into account the actual results of Company +operations during the portion of the year in which such Member was the +owner thereof, and the date, amount and recipient of any distribution +which may have been made with respect to such interest. diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/2.0-README.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/2.0-README.md new file mode 100644 index 0000000..2bbbd24 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/2.0-README.md @@ -0,0 +1,13 @@ +#Turn Net Systems LLC Operating Areement - 2.0 + +This is the 2.0 version of the Turn Net Systems LLC Operating Agreement. + +key changes are + +* the granting of profit interests instead of capital interests + +* specifying oversight is via multiple Board committees instead of the entire Board + +* allowing for "cells" or "super series" (such as HFNOC and Redwood) and allowing them broad latitude to select their operating terms + +* allowing explicitly for holding shell companies diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/md5Initial b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/md5Initial new file mode 100644 index 0000000..94f8d92 --- /dev/null +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/md5Initial @@ -0,0 +1,2 @@ +fc70f5f6291a4d5d104cf059f48961ad 1.0/operating-agreement.md +fc70f5f6291a4d5d104cf059f48961ad SuboSysLLC/SuborbitalSystemsLLCOpAgreement.md