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Charles N Wyble
2025-03-04 12:51:50 -06:00
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src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md
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@@ -30,7 +30,6 @@ The Company’s primary business activities include:
The Company utilizes the Texas series LLC structure to provide centralized infrastructure, governance, and support while enabling the formation and growth of innovative business ventures with aligned incentives, operational efficiencies, and enhanced value creation for all stakeholders. The series structure further allows for proper risk isolation between business lines while maintaining unified strategic oversight and operational support. Each series operates as a distinct business unit with its own assets, liabilities, members, and operational focus, yet benefits from the shared resources, governance framework, and strategic guidance of the Company. The Company utilizes the Texas series LLC structure to provide centralized infrastructure, governance, and support while enabling the formation and growth of innovative business ventures with aligned incentives, operational efficiencies, and enhanced value creation for all stakeholders. The series structure further allows for proper risk isolation between business lines while maintaining unified strategic oversight and operational support. Each series operates as a distinct business unit with its own assets, liabilities, members, and operational focus, yet benefits from the shared resources, governance framework, and strategic guidance of the Company.
## Section 1.3 - Purpose of Amendment and Restatement ## Section 1.3 - 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 hereby amends and restates the Prior Agreement to implement comprehensive changes to the Company’s governance, operational structure, and capital framework, necessitated by:
@@ -49,12 +48,12 @@ This Agreement specifically implements:
* **Service Provider Framework**: Mandatory internal service provider requirements ensuring operational consistency, quality control, and economies of scale across all series; * **Service Provider Framework**: Mandatory internal service provider requirements ensuring operational consistency, quality control, and economies of scale across all series;
* **Capital Structure Revision**: A profit interest-based economic framework utilizing a mandatory three-class system for all series, eliminating capital interests and capital accounts; * **Capital Structure Revision**: A profit interest-based economic framework utilizing a mandatory three-class system for all series, eliminating capital interests and capital accounts in favor of a more flexible and scalable approach to economic participation;
* **Series Framework Enhancement**: Refined authority for creating and operating multiple series types, including operating entities, asset-holding entities, and semi-autonomous Cell entities; and * **Series Framework Enhancement**: Refined authority for creating and operating multiple series types, including operating entities, asset-holding entities, and semi-autonomous Cell entities, each with clearly defined purposes and limitations; and
* **Operational Standards**: Uniform operational standards, electronic recordkeeping requirements, and compliance protocols ensuring consistent business operations while maintaining series isolation and regulatory compliance. * **Operational Standards**: Uniform operational standards, electronic recordkeeping requirements, and compliance protocols ensuring consistent business operations while maintaining series isolation and regulatory compliance.
## Section 1.4 - Effect of Amendment and Restatement ## Section 1.4 - Effect of Amendment and Restatement
Upon execution of this Agreement: Upon execution of this Agreement:
@@ -111,6 +110,8 @@ Upon execution of this Agreement:
8. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, electronic communications (including emails, text messages, and other digital exchanges), verbal understandings, and oral representations relating to the Company and its governance. No representations, promises, understandings, or considerations have been made or relied upon by any party except those expressly set forth in this Agreement. The parties acknowledge that they may have received electronic documents, spreadsheets, presentations, or models relating to the Company or its series, and all such materials are superseded by this Agreement unless explicitly incorporated herein by reference and attached as a Schedule. This integration provision cannot be amended, modified, or waived except through a written amendment to this Agreement executed with the same formalities as this Agreement. 8. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, electronic communications (including emails, text messages, and other digital exchanges), verbal understandings, and oral representations relating to the Company and its governance. No representations, promises, understandings, or considerations have been made or relied upon by any party except those expressly set forth in this Agreement. The parties acknowledge that they may have received electronic documents, spreadsheets, presentations, or models relating to the Company or its series, and all such materials are superseded by this Agreement unless explicitly incorporated herein by reference and attached as a Schedule. This integration provision cannot be amended, modified, or waived except through a written amendment to this Agreement executed with the same formalities as this Agreement.
9. **Dispute Resolution During Transition**: Any disputes arising specifically from the transition from the Prior Agreement to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Schedule H, with priority given to ensuring business continuity and preserving series isolation throughout the resolution process..
## Section 1.5 - Securities Law Notice ## 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 AND OTHER STATE “BLUE SKY” LAWS. 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 AND OTHER STATE “BLUE SKY” LAWS.
@@ -151,6 +152,8 @@ ANY INFORMATION PROVIDED BY INVESTORS AS PART OF THE VERIFICATION PROCESS WILL B
FAILURE TO PROVIDE REQUESTED VERIFICATION DOCUMENTATION IN A TIMELY MANNER MAY RESULT IN REJECTION OF A SUBSCRIPTION. FAILURE TO PROVIDE REQUESTED VERIFICATION DOCUMENTATION IN A TIMELY MANNER MAY RESULT IN REJECTION OF A SUBSCRIPTION.
THE INVESTOR SHOULD CHECK THE OFFICE OF FOREIGN ASSETS CONTROL (OFAC) WEBSITE AT <https://www.treasury.gov/resource-center/sanctions/sdn-list/pages/default.aspx> BEFORE MAKING THE FOLLOWING REPRESENTATION: THE INVESTOR REPRESENTS THAT AMOUNTS INVESTED BY IT IN THIS OFFERING WERE NOT AND ARE NOT DIRECTLY OR INDIRECTLY DERIVED FROM ANY ACTIVITIES THAT CONTRAVENE FEDERAL, STATE OR INTERNATIONAL LAWS AND REGULATIONS, INCLUDING ANTI-MONEY LAUNDERING AND TERRORIST FINANCING LAWS AND REGULATIONS. FEDERAL REGULATIONS AND EXECUTIVE ORDERS ADMINISTERED BY OFAC PROHIBIT, AMONG OTHER THINGS, THE ENGAGEMENT IN TRANSACTIONS WITH, AND THE PROVISION OF SERVICES TO, CERTAIN FOREIGN COUNTRIES, TERRITORIES, ENTITIES, AND INDIVIDUALS.
## ARTICLE 2 - DEFINITIONS AND INTERPRETATION ## ARTICLE 2 - DEFINITIONS AND INTERPRETATION