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

AMENDED AND RESTATED OPERATING AGREEMENT OF TURNKEY NETWORK SYSTEMS LLC - A Texas Series Limited Liability Company

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE PROCEEDING

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 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.

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.

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 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.

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.

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.

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.

ARTICLE 1 - RECITALS

Section 1.1 - Prior Agreement

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 1.2 - Purpose of Amendment and Restatement

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. 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;

2. Service Provider Framework: Implementing mandatory internal service provider requirements to ensure operational consistency, quality control, and economies of scale across all series;

3. Capital Structure Revision: Specifying that the LLC and its series shall not grant any capital interests or maintain capital accounts, and shall instead utilize profit interests exclusively through a mandatory three-class system for all series;

4. Series Framework Enhancement: Reaffirming and enhancing the authority for the creation of:

   • Operating entity series
   • 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;

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

Upon execution of this Agreement:

1. Prior Agreement Termination: The Prior Agreement is hereby superseded in its entirety and shall be of no further force or effect. All prior amendments to the Prior Agreement are hereby void.

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:

   • 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. 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. 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. 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.

ARTICLE 2 - GLOSSARY OF TERMS

Section 2.1 - Defined Terms

For purposes of this Agreement, the following terms shall have the meanings specified below. Any term not defined in this Article 2 shall have the meaning provided elsewhere in this Agreement or, if not defined in this Agreement, the meaning provided in the Texas Business Organizations Code.

A. Corporate Structure and Governance Terms

1. Agreement: This Amended and Restated Operating Agreement of Turnkey Network Systems LLC, as amended from time to time.

2. Board or Board of Directors: The governing body which provides overall governance and strategic direction for all TSYS Group entities and operations through its various committees.

3. Cell Series: A series established under the Company that may contain multiple subsidiary series and maintain its own governance structure, as more particularly described in Section 4.5.

4. Company: Turnkey Network Systems LLC, a Texas Series Limited Liability Company.

5. Company Committee: The governing committee of the Board specifically responsible for overseeing Turnkey Network Systems LLC and its series. The Company Committee consists of independent directors elected by the members of all series of the Company.

6. Consent Decision-Making: A decision-making process where decisions are made when no member presents a reasoned and paramount objection, as more particularly described in Section 7.8.3.

7. Double-Linking: A governance structure where each circle is connected to its parent circle by both an appointed Operational Leader and an elected Circle Representative, as more particularly described in Section 7.8.2.

8. Effective Date: The date on which this Agreement becomes effective, as set forth in Section 1.1.

9. General Circle: The highest governance circle in the sociocratic structure, consisting of the TSYS Group Board, as more particularly described in Section 7.9.1.

10. Independent Director: A natural person serving on the Company Committee who meets all of the following criteria:

    • Is not a member of any series;
    • Has no direct or indirect ownership interest in any series;
    • Has no Immediate Family Members who are series members; and
    • Has no Material Business Relationship with any series.

11. Operating Series: A series of the Company that actively conducts business operations, as distinguished from asset-holding series or Cell series.

12. Primary Circle: A governance circle directly connected to the General Circle, as more particularly described in Section 7.9.2.

13. Series: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601 et seq., having separate rights, powers, and duties with respect to specified property and obligations, and having separate business purposes or investment objectives.

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.

16. TDCMSP Series: A Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series, as more particularly described in Section 4.4.1.

17. TSYS Group: The collective reference to the Company, all of its series, and all affiliated entities under common governance of the Board.

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.

19. Class B Membership Interest: A membership interest with economic rights only, as more particularly described in Section 5.3.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Section 2.2 - Interpretation

In this Agreement, unless the context clearly requires otherwise:

1. References to “Articles,” “Sections,” “Subsections,” or “Schedules” are to Articles, Sections, Subsections, or Schedules of this Agreement.

2. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.”

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.

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.

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.

Section 2.3 - Schedules

The following schedules are attached to and incorporated into this Agreement:

1. Schedule A: Detailed description of IT Services provided by Known Element Enterprises
2. Schedule B: Detailed description of Transaction and Treasury Services provided by The Campus Trading Company
3. Schedule C: Organizational chart of TSYS Group entities
4. Schedule D: List of permanently established series
5. Schedule E: Governance structure diagram

ARTICLE 3 - MANDATORY OPERATIONAL REQUIREMENTS

The Company hereby specifies the following series as primary internal shared service providers:

a. Known Element Enterprises (series) LLC shall serve as the Company’s primary information technology provider, offering all IT services as defined in Section 2.1.7.

b. The Campus Trading Company (series) LLC shall serve as the Company’s primary treasury and transaction operations provider, offering all transaction services as defined in Section 2.1.13.

2. Service Provider Requirements

a. Primary Use Requirement: All series shall utilize these internal service providers as their primary service solutions, subject to the following:

i. Performance Standards: Internal service providers must meet or exceed industry standard service level agreements (SLAs) established by the Technology Oversight Committee.

ii. Competitive Pricing: Internal service providers must offer services at pricing comparable to market rates for equivalent services, as verified annually by independent audit.

b. Service Provider Failure Remedies: If an internal service provider fails to meet established performance standards for two consecutive quarters:

i. The affected series may petition the Technology Oversight Committee for a temporary waiver to use external providers.

ii. The Technology Oversight Committee must respond to such petitions within 30 days.

iii. If approved, waivers shall be granted for a specific scope and duration.

c. Innovation Exception: Series may request permission to utilize specialized external services not offered by internal providers when:

i. The service represents a significant competitive advantage.

ii. The internal service provider cannot reasonably develop equivalent capabilities within 90 days.

iii. Such exceptions require Technology Oversight Committee approval.

3. Service Division Operations

a. Each service division shall:

• Operate as a cost center pursuant to Section 4.6.5
• Maintain transparent cost accounting
• Be subject to Board oversight through appropriate committees
• Select and manage external vendors as needed
• Develop and maintain appropriate service standards
• Conduct annual customer satisfaction surveys among series
• Implement continuous improvement processes

b. The Board of Directors, through its committees, shall establish and oversee:

• Performance metrics and reporting requirements
• Service level frameworks
• Cost allocation methodologies
• Technology and service strategies
• Vendor selection criteria
• Quality control measures
• Dispute resolution procedures for service conflicts
• Other operational parameters as needed

Section 3.2 - Electronic Records Requirement

1. All records shall be maintained exclusively in electronic format, including:

   • Corporate Records:

     • Articles of organization and amendments
     • Operating agreements (Company and series)
     • Board meeting minutes and resolutions
     • Series establishment documentation
     • Regulatory filings and correspondence
     • Annual reports and compliance documents

   • Financial Documentation:

     • Financial statements and reports
     • Tax returns and supporting documents
     • Bank statements and reconciliations
     • Audit reports and working papers
     • Budget and forecasting documents
     • Expense documentation and approvals

   • Member Information:

     • Series membership records
     • Ownership transfer documentation
     • Member contact information
     • Voting records and proxies
     • Capital contribution records
     • Distribution documentation

   • Contracts and Agreements:

     • Service provider agreements
     • Vendor contracts
     • Client agreements
     • Employment contracts
     • Non-disclosure agreements
     • License and permit documentation

2. Electronic Record Requirements:

   • System Architecture:

     • Cloud-based primary storage with geographic redundancy
     • Real-time backup and disaster recovery systems
     • Multi-factor authentication access controls
     • Encryption at rest and in transit
     • API integration capabilities

   • Audit Trail Requirements:

     • Automated version control
     • Change logging with user identification
     • Time and date stamping
     • Document access history
     • Modification tracking
     • User activity logs

   • Access Controls:

     • Role-based access management
     • Granular permission settings
     • Secure user authentication
     • Session monitoring and timeout
     • Remote access protocols

   • Retention and Archiving:

     • Automated retention scheduling
     • Secure archiving protocols
     • Legal hold implementation
     • Destruction procedures
     • Archive access controls

Section 3.3 - Mandatory Capital Raising Requirements

1. Capital Activities Restrictions

All series must exclusively utilize Redwood Springs Capital Partners Group LLC (via the appropriate series/fund as determined by the Board and Managing Partner) for:

• All capital raising activities
• Any external investment into a series
• Any financing activities
• Any capital restructuring
• Any activities involving external capital

2. Capital Management Requirements

   • All capital transactions must be processed through The Campus Trading Company LLC systems
   • Each series may deploy its capital as it determines appropriate, provided all transactions are executed and processed through The Campus Trading Company LLC systems

3. Prohibited Capital Activities

Series may not

• Independently raise capital from sources other than Redwood Springs Capital Partners Group LLC
• Accept capital from any source other than Redwood Springs Capital Partners Group LLC

ARTICLE 4 - SERIES ESTABLISHMENT AND MAINTENANCE

Section 4.1 - Series Creation

1. New series may be established upon:

   • Company Committee approval
   • Filing of required notices with the Texas Secretary of State
   • Execution of a series operating agreement

2. Each series shall have its own:

   • Operating agreement
   • Management structure
   • Membership interests
   • Business purpose

3. Series Operating Agreement Flexibility:

   • Series shall have broad latitude to establish their own operating parameters (within the broad parameters of this agreement) (we take a states rights approach for series of the Company).
   • Series may create unique governance structures
   • Series may set custom economic terms
   • Series may establish specialized membership rights
   • Series may implement unique operational procedures
   • Series may define custom distribution structures

4. Series Operating Agreement Limitations:

   • No series operating agreement may override or conflict with:

     • Any provision of this Agreement
     • Required service provider relationships
     • Electronic records requirements
     • Company-level compliance measures
     • Mandatory operational requirements
     • Securities law compliance

   • Any provision in a series operating agreement that conflicts with this Agreement shall be void and unenforceable

Section 4.2 - Series Independence and Isolation

1. Absolute Series Isolation:

   • Each series is absolutely and irrevocably isolated from all other series
   • The assets, liabilities, obligations, and debts of each series are completely separate and distinct from all other series
   • No series shall have any claim, right, interest, obligation, duty, responsibility, or liability whatsoever in any other series
   • Each series operates as if it were a completely separate legal entity
   • The bankruptcy, insolvency, dissolution, liquidation, or termination of any series shall have no effect whatsoever on any other series or the Company as a whole.

2. Mandatory Separation:

   Each series shall maintain:

   • Completely independent books and records (provided via KNEL/TheCampus)
   • Entirely separate bank accounts
   • Absolute separation of all assets and liabilities
   • Independent contracts and business relationships
   • Separate tax identification numbers and filings
   • Distinct operational processes and procedures (other than utilizing KNEL/TheCampus provided systems)

3. Prohibition on Cross-Series Activities:

   • No series may commingle any assets with any other series
   • No series may guarantee or secure the obligations of any other series
   • No series may enter into any agreement that could create joint liability with any other series
   • No series may represent or imply any connection to or responsibility for any other series

4. Enforcement of Isolation:

   • The isolation of series shall be absolute and enforceable against all creditors and claimants
   • No creditor or claimant of any series shall have any right or claim against any other series
   • Any attempt to pierce the isolation between series shall be void and unenforceable
   • The isolation of series shall be interpreted and enforced to the maximum extent permitted by law
   • If any provision limiting series isolation is found invalid, the remaining isolation provisions shall be enforced to the maximum extent possible

5. Notice Requirements:

   • All contracts entered into by any series must include explicit notice of series isolation
   • All series must maintain clear identification of their separate status in all dealings
   • No series may take any action that could create confusion about its separate status

6. Indemnification:

   • Each series shall indemnify all other series against any claim attempting to breach series isolation
   • Each series shall bear all costs of maintaining and enforcing its isolation
   • No series shall have any obligation to contribute to the debts, liabilities, or obligations of any other series

7. Governing Law and Jurisdiction:

   • This series isolation provision shall be governed by and construed in accordance with Texas law
   • The series isolation provisions of the Texas Business Organizations Code are hereby incorporated by reference
   • To the extent permitted by law, series isolation shall be interpreted to provide the maximum possible protection and separation between series

Section 4.3 - Series Management Structure

1. Each series shall be member-managed, with day-to-day operations and business decisions made by its members in accordance with its series operating agreement.

2. The Board and its committees shall provide governance and oversight but shall not participate in the day-to-day management of any series.

3. Series members shall retain full authority to:

   • Make operational decisions
   • Enter into contracts
   • Manage series assets
   • Conduct series business activities
   • Make distributions
   • Make investments
   • Admit new members (with Company Committee approval)
   • Take any other actions permitted by the series operating agreement

Section 4.4 - Special Series Types

1. TDCMSP Series (Tools, Dies, Casts, Materials, Supplies, and (Intellectual) Property Series)

   • Purpose and Limitations:

     • May only own physical assets, real property and intellectual property
     • No operational capability except usage agreements with appropriate series(s)
     • Cannot enter agreements with the Company
     • Cannot enter agreements with any non TSYS Group entities

   • Asset Categories:

     • Tools and equipment
     • Dies and molds
     • Casting equipment
     • Raw materials
     • Supplies and consumables
     • Intellectual property
     • Patents and trademarks
     • Technical documentation
     • Manufacturing processes
     • Design specifications

   • Lease Requirements:

     • Written lease agreements required
     • Clear maintenance responsibilities
     • Asset replacement provisions
     • Insurance requirements

   • Asset Management:

     • Regular asset valuation
     • Maintenance records
     • Usage tracking
     • Depreciation schedules
     • Replacement planning

2. Operating Series Requirements for TDCMSP Leases:

   • Must demonstrate operational capability
   • Must maintain required insurance
   • Must follow maintenance schedules
   • Must provide usage reports
   • Must comply with all lease terms

Section 4.5 - Cell Series Provisions

1. Establishment of Cell Series:

   • Requires explicit Board approval for creation
   • Must file required notices with Texas Secretary of State
   • Must execute cell series operating agreement

2. Cell Series Governance:

   • May establish and maintain independent Series board
   • May create specialized Company board committees
   • Independent governance structure from Company Committee
   • Must maintain compliance with Company requirements

3. Structure:

   • May contain multiple subsidiary series
   • Each subsidiary series maintains independence
   • Cell series provides administrative oversight
   • Cell series board determines internal policies

4. Subsidiary Series Creation:

   • Created by cell series authority
   • No Company Board approval required
   • Must comply with all Company requirements
   • Independent operations and assets
   • Separate membership interests
   • Subject to cell series board oversight

5. Cell Series Board Powers:

   • Establish subsidiary series
   • Set internal governance policies
   • Approve subsidiary series actions
   • Monitor subsidiary compliance
   • Manage resource allocation

6. Limitations:

   • Cannot override Company service provider requirements
   • Subject to Company Committee oversight for overall compliance

Section 4.6.0 - Permamently Established Series

The following series are hereby established as permanent series LLC of the Company. They all adopt and operate under this operating agreement until such time as they adopt their own.

Wyble Family Office Group (Cell) (series) LLC

• Turnkey Network Systems LLC - Wyble Family Office Group (Cell) (series) LLC

• Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ManagementCompany (series) LLC

• Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - ReachableCEOEnterprises (series) LLC

• Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TSYSCompanyMember (series) LLC

• Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - REDWFO-ManagementCo-Member (series) LLC

• Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - RWSCP-ManagementCo-Member (series) LLC

• Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - KNELMember (series) LLC

• Turnkey Network Systems LLC - Wyble Family Office Group (Cell) - TCTCMember (series) LLC

Redwood Family Office Group (Cell) (series) LLC

• Turnkey Network Systems LLC - Redwood Family Office Group (Cell) (series) LLC
• Turnkey Network Systems LLC - Redwood Family Office Group (Cell) - ManagementCo (series) LLC

Redwood Springs Capital Partners Group (Cell) (series) LLC

• Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) (series) LLC
• Turnkey Network Systems LLC - Redwood Springs Capital Partners Group (Cell) - ManagementCo (series) LLC

Operational entities of the Company

• Turnkey Network Systems LLC - Known Element Enterprises (series) LLC
• Turnkey Network Systems LLC - The Campus Trading Company (series) LLC

Section 4.6.3 - Series Restrictions and Governance

• General Series Restrictions

The following restrictions apply to all series established under Section 4.6.0 :

• Those series may not be dissolved
• No additional members may be added to those series
• No members may be removed from those series

Section 4.6.3.1 - Wyble Family Office Group (Cell) (series) LLC (aka WFO Group)

WFO Group and it’s subsidiary series is the private, multi family, multi state, multi generational family office LLC of the Company founders (Charles Wyble and Patti Wyble) and shall have no voting rights in the Company or its series. Voting rights in Company operational series will be held directly by Charles Wyble and/or Patti Wyble.

WFO Group (and/or the relevant series of WFO Group) will only hold Class B Profit Interests in various Company series. This is to ensure WFO remains funded from proceeds of various Company series it’s a member of and is able to carry out its various missions (charity work, supporting foundations etc) without disruption long after Charles Wyble and Patti Wyble have passed away. It ensures a clean separation of concerns between the family wealth/personal affairs of the founders and the operations and management of the Company and its series.   WFO Group and/or it’s relevant subsidiaries permanently and irrevocably delegate control of:

• the Company
• the permanent Company series it’s the sole member of (KNEL/TheCampus/RWSCP/REDWFO and/or subsidiaries thereof)

to the relevant Board and/or officers as appropriate per the relevant operating agreement provisions.

WFO Group and WFO Group Management Company permanently and irrevocalby delegate their operational authority to :

• Charles Wyble and Patti Wyble
• the Charles Wyble And Patti Wyble Living Trust
• the WFO Group Board (which shall consist of Charles Wyble and Patti Wyble as founding members)

WFO Group and all of it’s subsidiaries shall:

• Operate independently of the Company Board and its committees. WFO Group will have its own Cell Board with full authority over WFO Group funds.
• Maintain its own governance structure.
• Have full authority to establish and govern its subsidiary series without needing the Company Board to approve.
• Not be subject to Company Committee or Company Board oversight.
• Utilize KNEL/TheCampus systems like all other series.
• May have it’s own banking relationships
• May receive external capital directly from Charles Wyble and Patti Wyble and/or The Charles Wyble and Patti Wyble Living Trust.  

Section 4.6.3.2 - Redwood Family Office Group (Cell) (series) LLC (aka REDWFO)

REDWFO and it’s subsidiary series is the public, multi series, multi party, multi stakeholder family office LLC for Company stakeholders. It has a broad mandate to maximize benefit for all of its members. Providing top tier benefits package for all Company stakeholders that elect to utilize its offerings.

As such, REDWFO is setup as a kind of… adversarial / balancing entity to the Board and Founder/Investor class members. In most organizations, benefits are seen as a “cost of doing business” and are begrudgingly granted to “employees”. Of course, no concept of employee exists anywhere in TSYS Group. As we all know, employment is a joke, designed to make other people rich.

Much more about REDWFO will be forthcoming in its operating agreement, website, plan etc. This is not the medium to expound on it.

REDWFO and all of it’s subsidiaries shall:

• Operate independently of the Company Board and its committees. REDWFO will have its own Cell Board with full authority over REDWFO funds and operations.
• Maintain its own governance structure.
• Have full authority to establish and govern its subsidiary series without needing the Company Board to approve.
• Be subject to minimal Company Committee oversight for compliance.
• May establish it’s own COO and other officers
• Utilize KNEL/TheCampus systems like all other series.

4.6.4 - Operating Series Governance

• Known Element Enterprises (series) LLC and The Campus Trading Company (series) LLC shall:

  • Be subject to Board oversight
  • Be subject to Company Committee and any other relevant Board committee oversight
  • Establish their own operating agreements as soon as is practical

4.6.5 - Cost-Only Operation Requirements

The following series shall operate on a cost-only basis and shall not generate profit:

• Known Element Enterprises (series) LLC

• The Campus Trading Company (series) LLC

• Redwood Family Office Group (series) LLC (any profit generated from investment shall be automatically invested back into itself to provide additional benefit to it’s stakeholders)

These series shall:

• Operate solely to cover operational costs

• Not markup services or products above cost

• Not retain earnings beyond operational requirements

• Not make distributions of profit

• Maintain transparent cost accounting

• Regularly adjust pricing to maintain cost-only status

ARTICLE 5 - MEMBERSHIP INTEREST CLASSIFICATIONS

Section 5.1 - Membership Interest Class Structure

1. Membership Interest Classes:

   • All membership interests in any series shall be divided into (at least these) three classes:

     • Class A Membership Interests (“Regular Members”)
     • Class B Membership Interests (“Economic Interest Members”)
     • Class C Membership Interests (“Involuntary Members”)

2. Purpose of Classification:

   • This class structure is established to protect the integrity of the Company and its series
   • The structure prevents members from being forced into unwanted business relationships with creditors, ex-spouses, or other parties who may acquire interests through involuntary transfers
   • This classification system ensures operational continuity and prevents dissolution or asset liquidation by involuntary members

Section 5.2 - Class A Membership Interests (Regular Members)

1. Definition and Qualification:

   • Class A Members are individuals who have acquired their membership interests through:

     • Issuance of new membership interests with proper approval by series members and the Board.

2. Rights and Privileges:

   • Full voting rights on all matters requiring member approval
   • Right to participate in governance and decision-making
   • Right to serve in circles
   • Right to participate in Board meetings
   • Right to receive distributions as determined by the applicable series
   • Right to access books and records
   • Right to participate in meetings and consent processes
   • All other rights granted to members under this Agreement and applicable series agreements

3. Transfer Restrictions:

   • As specified in the relevant series operating agreement.
   • All transfers must comply with securities laws and this Agreement
   • Involuntary transfers shall result in automatic conversion to Class C interests

Section 5.3 - Class B Membership Interests (Distribution Only )

1. Definition and Classification:

   • Class B Members are individuals or entities who have been granted only economic interest/distribution rights.

2. Limited Rights:

   • Right to receive distributions if and when declared (economic rights only)
   • Right to receive financial reports and tax information necessary for tax reporting
   • Right to transfer the Class B interest subject to the same restrictions and automatic conversion rules

3. Restrictions and Limitations:

   • No voting rights on any matter
   • No right to participate in management or operations
   • No right to participate in any company meetings
   • No right to serve on boards, committees, or in circles
   • No right to inspect books and records.
   • No right to initiate dissolution, liquidation, or asset sales
   • No right to force distributions
   • No right to participate in discussions at meetings
   • No right to approve or object to company actions

Section 5.4 - Class C Membership Interests (Involuntary Members)

1. Definition and Classification:

   • Class C Members are individuals or entities who have acquired their membership interests through:

     • Court judgments or executions upon judgments
     • Assignments of membership interests in satisfaction of a debt
     • Charging orders
     • Contested divorce proceedings
     • Bankruptcy proceedings
     • Any other involuntary transfer mechanism

   • Any Class A or Class B interest that is transferred through any of these mechanisms shall automatically convert to a Class C interest without further action required

2. Limited Rights:

   • Right to receive notices of meetings
   • Right to attend meetings as observers only
   • Right to receive distributions if and when declared (economic rights only)
   • Right to receive financial reports and tax information necessary for tax reporting
   • Right to transfer the Class B interest subject to the same restrictions and automatic conversion rules

3. Restrictions and Limitations:

   • No voting rights on any matter
   • No right to participate in management or operations
   • No right to serve on boards, committees, or in circles
   • No right to inspect books and records beyond financial reports
   • No right to initiate dissolution, liquidation, or asset sales
   • No right to force distributions
   • No right to participate in discussions at meetings
   • No right to approve or object to company actions

Section 5.5 - Automatic Conversion Provisions

1. Conversion from Class A or B to Class C:

   • Conversion shall occur automatically and immediately upon:

     • Service of a charging order
     • Entry of a judgment affecting the membership interest
     • Filing of divorce proceedings where the membership interest is contested
     • Assignment to a creditor
     • Bankruptcy filing
     • Any other event resulting in involuntary transfer

2. Documentation of Conversion:

   • The Company Committee shall document the conversion in the electronic records
   • Notice of conversion shall be provided to the affected parties
   • New electronic certificates shall be issued reflecting the Class B status

3. No Conversion from Class C or B to Class A:

   • Class C or B interests shall not be convertible back to Class A interests.
   • The only method to regain Class A status is through a new, voluntary acquisition approved by the applicable governing body

Section 5.6 - Transfer and Assignment Restrictions

1. Comprehensive Transfer Restrictions:

   • All transfers, whether voluntary or involuntary, are subject to the restrictions in this Article
   • Any attempted transfer in violation of these restrictions shall be void
   • The Company and its series shall not recognize or record prohibited transfers

2. Permitted Transfers:

   • Voluntary transfers may be permitted with proper approval
   • All transfers must comply with securities laws
   • Transfers to Class B status do not require approval but will result in the limitations described herein

3. Notice Requirements:

   • Members must immediately notify the Company Committee of any:
     • Legal proceedings that may affect their membership interest
     • Bankruptcy filings
     • Divorce proceedings
     • Creditor claims against their membership interest
     • Any other event that could trigger conversion to Class B status

Section 5.7 - Documentation and Certificates

1. Electronic Certificates:

   • All membership interests shall be evidenced by electronic certificates
   • Certificates shall clearly indicate Class A or Class B or Class C status
   • Certificates shall contain appropriate restrictive legends
   • Certificates shall be maintained in accordance with Section 3.2

2. Certificate Requirements:

   • Each certificate shall include:
     • Series identification
     • Class identification
     • Number of units represented
     • Holder identification
     • Issue date
     • Reference to governing agreements
     • Required securities law legends
     • Class B or C limitations (for Class B or C certificates)

Section 5.8 - Implementation

1. Existing Membership Interests:

   • All existing membership interests shall be classified as Class A interests unless conditions for Class B status already exist
   • Classification shall be determined by the Company Committee
   • Holders of existing membership interests shall be notified of classification
   • New certificates shall be issued reflecting classifications within 90 days

2. New Issuances:

   • All new membership interests issued after the effective date of this Amendment shall be issued as Class A interests unless conditions for Class B status exist
   • No unclassified membership interests may be issued

ARTICLE 6 - COMPANY RESTRICTIONS

Section 6.1 - Company Membership and Prohibited Activities

1. Company Membership:

• Wyble Family Office LLC shall be the sole member of the Company
• The sole member cannot be removed
• No additional members may be added
• This membership provision cannot be amended or modified

2. Prohibited Activities:

• Conduct any business operations unrelated to series administration

• Own any assets other than those necessary for administrative functions

• Make any distributions

• Allocate any profits or losses

• Merge with any other entity

• Dissolve or terminate its existence

Section 6.2 - Administrative Assets

The Company may maintain only those assets necessary for series administration, including:

• Bank accounts solely for administrative expenses
• Records and filing systems
• Administrative support systems

ARTICLE 7 - GOVERNANCE STRUCTURE

Section 7.1 - TSYS Group Board

1. The TSYS Group Board of Directors shall:

   • Serve as the ultimate governing body for all TSYS Group entities
   • Establish and oversee various sub-committees
   • Set overall strategic direction and policies
   • Ensure compliance with all applicable laws and regulations

2. The Board shall maintain the following standing committees for series oversight:

   • Company Committee (primary governance of Turnkey Network Systems LLC)
   • Audit and Finance Committee
   • Risk Management Committee
   • Compliance and Ethics Committee
   • Technology Oversight Committee
   • Corporate Responsibility Committee
   • Operations Committee
   • Additional committees as determined by the Board

3. Each committee shall:

   • Operate under a separate committee charter
   • Have specific oversight responsibilities
   • Report regularly to the full Board
   • Coordinate with other committees as needed

4. Committee Responsibilities and Governance: a. Audit and Finance Committee:

   • Oversee financial reporting and audit processes
   • Review financial statements and internal controls
   • Assess financial risks and compliance
   • Recommend financial strategies
   • Conduct independent financial reviews

   b. Risk Management Committee:

   • Develop comprehensive enterprise risk assessment framework

   • Identify, categorize, and prioritize organizational risks

   • Create risk mitigation strategies

   • Monitor ongoing risk landscape

   • Provide regular risk assessment reports

   • Develop contingency and response plans for:

     • Operational risks
     • Financial risks
     • Strategic risks
     • Technological risks
     • Reputational risks

   c. Compliance and Ethics Committee:

   • Establish and maintain ethical standards

   • Develop compliance monitoring mechanisms

   • Investigate potential ethical violations

   • Manage whistleblower reporting system

   • Ensure organizational adherence to:

     • Legal requirements
     • Regulatory standards
     • Internal ethical guidelines

   • Conduct periodic ethics training and awareness programs

   d. Technology Oversight Committee:

   • Assess technological innovation opportunities
   • Review and approve technology investments
   • Monitor technological risk and security
   • Develop technology strategy and roadmap
   • Evaluate emerging technologies
   • Ensure cybersecurity preparedness
   • Oversee technology infrastructure development

   e. Corporate Responsibility Committee:

   • Develop and implement ESG (Environmental, Social, Governance) strategies
   • Oversee sustainability initiatives
   • Monitor diversity and inclusion programs
   • Assess social impact of organizational activities
   • Develop and track corporate social responsibility metrics
   • Ensure transparent reporting of social and environmental performance

   f. Operations Committee:

   • Review operational efficiency
   • Identify process improvement opportunities
   • Oversee operational performance metrics
   • Coordinate cross-functional operational strategies
   • Ensure alignment of operational activities with strategic objectives

5. Committee Charter Requirements:

   • Detailed charter for each committee

   • Clear definition of:

     • Committee purpose
     • Membership criteria
     • Decision-making processes
     • Reporting requirements
     • Performance evaluation mechanisms

   • Annual review and potential revision of charters

   • Transparency in committee operations

   • Be maintained separately from this Agreement

   • Be referenced hereby and incorporated by reference

   • Define committee composition, responsibilities, and procedures

   • Be available to all series members upon request

6. Committee Membership Principles:

   • Diverse expertise and background
   • Rotating leadership to prevent stagnation
   • Independent oversight
   • Balanced representation
   • Continuous professional development

7. No Monetary Compensation:

   • Board and committee service is voluntary
   • No financial remuneration for board or committee roles
   • Reimbursement of pre-approved, reasonable expenses permitted

Section 7.2 - Conflict of Interest and Independence Protocols

1. Conflict of Interest Prevention: a. Mandatory Disclosure:

   • Annual comprehensive conflict of interest disclosure
   • Immediate reporting of potential conflicts
   • Detailed documentation of potential conflicts
   • Transparent review process

   b. Conflict Identification Criteria:

   • Financial interests in company operations
   • Personal relationships affecting decision-making
   • External business affiliations
   • Potential indirect benefits
   • Situations creating appearance of impropriety

   c. Conflict Management Process:

   • Immediate recusal from related decisions
   • Potential reassignment of responsibilities
   • Comprehensive conflict resolution protocols
   • Potential removal from position for significant conflicts

2. Independence Standards:

   • Maintain strict independence requirements
   • Periodic review of independence status
   • Transparent independence verification process

3. Remediation and Enforcement:

   • Clear consequences for independence violations
   • Structured appeal and review mechanism
   • Preservation of organizational integrity

Section 7.2.1 - Integration of Corporate and Sociocratic Governance

1. Spheres of Authority:

   a. Board and Committees: Have primary authority over:

   • Strategic direction
   • Capital allocation decisions
   • Major structural changes
   • Compliance oversight
   • Risk management
   • Financial performance

   b. Sociocratic Circles: Have primary authority over:

   • Operational decisions within policy boundaries
   • Implementation of strategic initiatives
   • Day-to-day management
   • Operational process design
   • Team composition and roles
   • Service delivery methods

2. Decision-Making Framework:

   a. Strategic Decisions: Made by the Board and Committees using traditional governance processes.

   b. Operational Decisions: Made by circles using sociocratic consent-based processes.

   c. Mixed Decisions: For decisions falling between strategic and operational domains:

   • Initial proposal originates from the appropriate circle
   • The proposal is refined through double-linking communication
   • Final approval follows the consent process in both systems

3. Conflict Resolution Process:

   a. Level 1: Conflicts are first addressed through the double-linked representatives.

   b. Level 2: Unresolved conflicts are escalated to a joint meeting of circle leaders and committee representatives.

   c. Level 3: If still unresolved, the Compliance and Ethics Committee shall serve as the final arbiter.

4. Review Mechanism:

   a. The Compliance and Ethics Committee shall conduct an annual review of the governance integration effectiveness.

   b. Recommendations for governance improvements shall be presented to both the Board and General Circle annually.

Section 7.3 - Company Committee

1. Composition:

   • The Company Committee shall consist of no fewer than three (3) and no more than seven (7) independent directors
   • All Company Committee members must meet the Independent Director criteria defined in Article 2
   • Members shall be elected by a majority vote of all series members

2. Powers and Duties:

   • Direct oversight of the Company and its series
   • Approval of new series establishment
   • Enforcement of service provider requirements
   • Monitoring compliance with this Agreement
   • Regular reporting to the TSYS Group Board
   • Coordinate with other Board committees regarding:
     • Audit and financial matters
     • Risk management
     • Compliance and ethics
     • Technology oversight
     • Operational matters
     • Other areas as defined in committee charters

3. Term and Election:

   • Directors shall serve two-year staggered terms
   • Elections shall be held annually for expiring positions
   • No director may serve more than three consecutive terms

Section 7.4 - Director Independence

1. Independence Requirements

Directors must meet all independence requirements as defined in Article 2 and must annually certify their continued independence. A Director shall not be considered independent if:

a. Material Business Relationships exist, defined as:

• Any commercial relationship with a series exceeding $10,000 in annual value
• Any consulting or advisory relationship with a series
• Any position (employee, contractor, or advisor) with a series
• Any ownership interest in a vendor to any series
• Any loans or financial obligations between the Director and any series
• Any joint venture or partnership interest with any series

b. Family Relationships exist, defined as:

• Immediate family members (spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law) who:

  • Are series members
  • Are employed by any series
  • Have material business relationships with any series
  • Have a financial interest in any series

2. Independence Review Period

a. Initial Assessment:

• Independence must be verified before appointment
• Full disclosure of all relationships required
• Review by Company Committee required

b. Annual Review:

• Annual independence certification required
• Full review of all relationships
• Updated disclosure of any changes

3. Grace Periods for Independence Violations

a. Inadvertent Violations:

• 30-day cure period for inadvertent violations discovered by Director
• Director must provide written notice within 5 business days of discovering violation
• Violation must be curable through Director's own actions
• Company Committee may extend cure period by up to 30 additional days

b. De Minimis Violations:

• Violations involving less than $1,000 in annual value
• Must be disclosed immediately upon discovery
• Must be cured within 60 days
• Limited to one occurrence per Director per year

c. Material Violations:

• No grace period for intentional violations
• No grace period for violations exceeding de minimis thresholds
• Immediate resignation required

4. Resignation Requirements

Directors must immediately resign if:

• They become aware of an uncurable independence violation
• They fail to cure a violation within the applicable grace period
• They cease to meet any independence requirement
• They are unable to maintain independence

5. Independence Monitoring

a. The Company Committee shall:

• Maintain independence monitoring procedures
• Review annual certifications
• Investigate potential violations
• Document all independence determinations
• Report violations to the Board

b. Directors shall:

• Immediately report potential violations
• Cooperate with independence investigations
• Provide requested documentation
• Maintain accurate records of all relationships

Section 7.5- Independence Violations

1. Any violation of independence requirements results in immediate removal from the Company Committee.

2. Series members may challenge a director's independence through written notice to the TSYS Group Board.

3. The TSYS Group Board, through its Compliance Committee, shall investigate independence challenges and issue written findings within 30 days.

Section 7.6 - Committee Meetings

1. Regular Meetings:

   • The Company Committee shall meet at least quarterly
   • Meeting notices must be provided at least 14 days in advance
   • Meetings may be held virtually or in person

2. Special Meetings:

   • May be called by the Committee Chair or any two members
   • Require 48-hour notice unless waived by all members
   • May be held virtually or in person

3. Quorum and Voting:

   • A majority of Committee members constitutes a quorum
   • Actions require majority vote of members present
   • Each member has one vote
   • No proxy voting permitted

Section 7.7 - Reporting Requirements

1. The Company Committee shall provide:

   • Monthly reports to the TSYS Group Board
   • Quarterly reports to series members
   • Annual independence certifications
   • Special reports as requested by the Board

2. Reports shall include:

   • Series activity and performance
   • Compliance matters
   • Risk assessments
   • Material changes or events
   • Other information as required by the Board

Section 7.8 - Sociocratic Principles

The Company hereby adopts sociocratic governance principles to complement the existing governance structure. These principles shall be implemented as follows:

1. Circle Organization:

   • The Company’s governance shall be organized into interconnected circles
   • Each circle shall have a defined domain of authority and responsibility
   • Circles shall be arranged in a hierarchical structure while maintaining semi-autonomous decision-making power
   • The TSYS Group Board and its committees shall function as the General Circle

2. Double-Linking:

   • Each circle shall be linked to its parent circle by at least two members:
     • An Operational Leader appointed by the parent circle
     • A Circle Representative elected by the circle members
   • These links shall participate in the decision-making of both circles
   • Double-linking ensures bidirectional flow of information and authority

3. Consent-Based Decision-Making:

   • Circle decisions shall be made by consent rather than majority vote
   • Consent exists when no circle member presents a reasoned, paramount objection
   • Objections must be based on risks to the circle’s ability to fulfill its aim
   • Consent does not require agreement or preference, only the absence of paramount objections

4. Sociocratic Elections:

   • Circle roles shall be filled through a consent-based election process
   • Nominations and objections shall be discussed openly
   • Elections shall be conducted by consent

Section 7.9 Circle Structure

1. General Circle (TSYS Group Board):

   • Highest governance circle
   • Responsible for overall direction and policy
   • Includes representatives from each primary circle

2. Primary Circles:

   • Company Committee Circle
   • Service Provider Circles:
     • Known Element Enterprises Circle
     • The Campus Trading Company Circle
   • Cell Series Circles:
     • Wyble Family Office Circle
     • Redwood Family Office Circle
   • Each series may establish its own circle structure

3. Subcircles:

   • Each primary circle may establish subcircles for specific domains
   • Subcircles shall be double-linked to their parent circle
   • Subcircles shall have defined aims and domains

Section 7.10 - Circle Operations

1. Circle Meetings:

   • Shall include opening round, administrative matters, agenda items, and closing round
   • Shall be facilitated by a designated facilitator
   • Shall include a secretary who records decisions and maintains circle records
   • Meeting records shall comply with the electronic records requirements of Section 3.2

2. Circle Roles:

   • Operational Leader: Appointed by parent circle, accountable for domain
   • Circle Representative: Elected by circle, represents circle in parent circle
   • Facilitator: Guides meeting process, ensures sociocratic principles are followed
   • Secretary: Records decisions, maintains records, monitors implementation

3. Decision Rights:

   • Circles shall have authority to make decisions within their defined domain
   • Decisions shall be policy-based rather than case-by-case
   • Operational decisions within policy may be made by role-holders

Section 7.11 - Integration with Existing Governance

1. Board and Committee Structure:

   • The TSYS Group Board and its committees shall maintain their structure as defined in Article 6
   • These bodies shall integrate sociocratic principles into their operations

2. Decision Authority:

   • Where conflict exists between sociocratic circle decisions and Board/Committee decisions, the Board/Committee decisions shall prevail
   • Circles must operate within the parameters established by this Agreement
   • Sociocratic governance does not override mandatory service provider or operational requirements

ARTICLE 8 - PERPETUAL EXISTENCE

Section 8.1 - Duration

The Company shall continue in perpetuity unless dissolved in accordance with Section 8.2 of this Agreement.

Section 8.2 - Dissolution Limitations

The Company may be dissolved only under the following circumstances:

1. By court order from a court of competent jurisdiction;

2. If dissolution is required by operation of mandatory, non-waivable provisions of applicable law;

3. Upon the unanimous written consent of:

   • All members of all series
   • All members of the Company Committee
   • The TSYS Group Board of Directors

Section 8.3 - Effect of Dissolution Events

The occurrence of any of the following events shall NOT result in the dissolution of the Company:

1. Death, incapacity, bankruptcy, or dissolution of any series member;
2. Withdrawal, resignation, or removal of any series member;
3. Assignment or transfer of any series membership interest;
4. Dissolution of any series;
5. Any change in composition of the Company Committee or TSYS Group Board;
6. Sale, transfer, or disposal of any Company or series assets;
7. Merger, acquisition, or reorganization of any series;
8. Any event that would otherwise trigger dissolution under default provisions of the Texas Business Organizations Code, to the extent such provisions may be overridden.

Section 8.4 - Dissolution Process

In the event of a permitted dissolution under Section 8.2:

1. Winding Up:

   • The Company Committee shall oversee the winding up process
   • All series shall continue operations during wind-up unless specifically directed otherwise
   • Required service providers shall continue services through completion of wind-up

2. Asset Protection:

   • Series isolation shall be maintained throughout dissolution
   • No series assets shall be used to satisfy Company obligations
   • Each series shall retain its assets and liabilities

3. Document Preservation:

   • All electronic records shall be preserved in accordance with Section 3.2
   • Records shall be maintained for at least seven years post-dissolution
   • Access to records shall be maintained for all entitled parties

4. Series Continuation:

   • Dissolution of the Company shall not require dissolution of any series
   • Series may continue operations independently post-dissolution
   • Series may reorganize under new master LLC structure

Section 8.5 - Dissolution Restrictions

Notwithstanding the permitted dissolution events in Section 8.2:

1. No dissolution shall be permitted if it would:

   • Violate any law or regulation
   • Breach any contract or agreement
   • Harm the interests of any series
   • Disrupt essential business operations
   • Compromise series isolation
   • Result in unfair treatment of any series

2. Any attempted dissolution in violation of these restrictions shall be void.

Section 8.6 - Survival Provisions

The following provisions shall survive any dissolution of the Company:

1. Series isolation provisions
2. Electronic records requirements
3. Confidentiality obligations
4. Indemnification rights
5. Dispute resolution procedures
6. Asset protection measures
7. All provisions necessary to implement an orderly wind-up

Section 8.7 - Series Rights Post-Dissolution

Upon any permitted dissolution of the Company:

1. Each series shall have the right to:

   • Continue its business operations
   • Maintain its structure and governance
   • Retain its assets and contracts
   • Preserve its member relationships
   • Reorganize under new master LLC

2. No series shall be required to:

   • Dissolve or terminate
   • Liquidate its assets
   • Cease operations
   • Modify its structure
   • Change its governance

ARTICLE 9 - SECURITIES LAW MATTERS AND RISK FACTORS

Section 9.1 - Securities Law Disclaimer

THE MEMBERSHIP INTERESTS IN ANY SERIES OF THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE MEMBERSHIP INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Section 9.2 - Investment Risks

INVESTMENT IN ANY SERIES OF THE COMPANY INVOLVES SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO:

1. Risk of Loss: EACH PROSPECTIVE INVESTOR SHOULD BE AWARE THAT THEY MAY LOSE ALL OR PART OF THEIR INVESTMENT IN ANY SERIES. NO GUARANTEE OR REPRESENTATION IS MADE THAT ANY SERIES WILL ACHIEVE ITS INVESTMENT OBJECTIVES OR AVOID SUBSTANTIAL LOSSES.

2. Illiquidity: THE MEMBERSHIP INTERESTS ARE HIGHLY ILLIQUID AND THERE IS NO PUBLIC MARKET FOR THE INTERESTS NOR IS ONE EXPECTED TO DEVELOP. INVESTORS MAY NOT BE ABLE TO LIQUIDATE THEIR INVESTMENT IN THE EVENT OF AN EMERGENCY OR FOR ANY OTHER REASON.

3. Limited Transferability: SUBSTANTIAL RESTRICTIONS UPON THE TRANSFERABILITY OF THE MEMBERSHIP INTERESTS ARE IMPOSED BY THIS AGREEMENT AND BY FEDERAL AND STATE SECURITIES LAWS. INVESTORS MAY NOT BE ABLE TO TRANSFER THEIR INTERESTS WITHOUT COMPLIANCE WITH SUCH RESTRICTIONS.

4. No Assurance of Returns: THERE CAN BE NO ASSURANCE THAT ANY SERIES WILL BE ABLE TO GENERATE RETURNS FOR ITS MEMBERS OR AVOID SUBSTANTIAL LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

5. Lack of Operating History: CERTAIN SERIES MAY BE NEWLY FORMED AND HAVE NO OPERATING HISTORY UPON WHICH PROSPECTIVE INVESTORS CAN EVALUATE LIKELY PERFORMANCE.

6. Dependence on Management: SUCCESS OF ANY SERIES WILL DEPEND IN LARGE PART ON THE SKILL AND EXPERTISE OF ITS MANAGEMENT. THERE CAN BE NO ASSURANCE THAT SUCH MANAGEMENT WILL BE SUCCESSFUL.

7. Economic Risk: THE SUCCESS OF ANY SERIES MAY BE AFFECTED BY GENERAL ECONOMIC CONDITIONS, INCLUDING INTEREST RATES, INFLATION RATES, AND GENERAL MARKET CONDITIONS.

Section 9.3 - Acknowledgment of Risk Factors

EACH SERIES MEMBER, BY EXECUTING THIS AGREEMENT OR A COUNTERPART HEREOF, ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THE RISK FACTORS SET FORTH IN THIS ARTICLE AND ACCEPT SUCH RISKS.

ARTICLE 10 - MISCELLANEOUS

Section 10.1 - Amendments

This Agreement may be amended only by:

• Unanimous Company Committee approval
• Unanimous approval of all series members

Section 10.2 - Governing Law

This Agreement shall be governed by Texas law.

Section 10.3 - Severability

If any provision of this Agreement is held invalid, the remainder shall continue in full force.

Section 10.4 - Dispute Resolution and Integration

1. Waiver of Jury Trial: The Company, its series, all series members, and the Company Committee hereby knowingly, voluntarily, and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any transactions contemplated hereby.

2. Limited Arbitration: The parties agree that arbitration shall not be required or available as a means of dispute resolution under this Agreement, except in cases involving:

   • Criminal conduct
   • Fraud
   • Willful misconduct
   • Gross negligence
   • Breach of fiduciary duty In such cases, arbitration shall be conducted under the rules of the American Arbitration Association by a single arbitrator in [CITY], Texas.

3. Entire Agreement: This Agreement constitutes the complete and exclusive statement of agreement among the parties with respect to the subject matter herein. This Agreement supersedes all prior written and oral statements, including any prior representation, statement, condition, or warranty. The parties acknowledge and agree that:

   • No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein
   • All prior agreements, understandings, and negotiations are merged into this Agreement
   • This Agreement alone expresses the full and complete understanding of the parties

   Section 10.5 - Texas Business Organizations Code Override

   1. General Principles

a. This Agreement modifies and overrides specific provisions of the Texas Business Organizations Code ("TBOC") as explicitly enumerated herein, to the extent permitted by law.

b. Any provision of this Agreement that conflicts with a mandatory, non-waivable provision of the TBOC shall be void only to the extent of such conflict, and shall not affect the validity of any other provisions.

2. Specific TBOC Overrides

The following TBOC provisions are specifically modified or overridden:

a. Management Provisions (TBOC § 101.251-101.254):

• Override default member-managed structure
• Establish custom governance through Board and committees
• Modify default management rights

b. Meeting Requirements (TBOC § 101.351-101.358):

• Override default meeting requirements
• Establish custom meeting procedures
• Modify notice requirements

c. Voting Provisions (TBOC § 101.354):

• Override default voting requirements
• Establish custom voting procedures
• Modify approval thresholds

d. Distribution Provisions (TBOC § 101.201-101.207):

• Override default distribution rules
• Establish custom distribution procedures
• Modify allocation requirements

e. Assignment Provisions (TBOC § 101.301-101.307):

• Override default assignment rules
• Establish custom transfer restrictions
• Modify membership interest rules

f. Series Provisions (TBOC § 101.601-101.622):

• Override default series rules
• Establish custom series requirements
• Modify series liability provisions

3. Mandatory TBOC Provisions

The following TBOC provisions remain applicable as mandatory, non-waivable requirements:

a. Formation Requirements (TBOC § 101.001)

b. Certificate of Formation Requirements (TBOC § 101.0515)

c. Series Registration Requirements (TBOC § 101.602)

d. Basic Fiduciary Duties (to the extent non-waivable)

e. Statutory Liability Provisions (to the extent non-waivable)

4. Savings Clause

If any provision of this Agreement is found to conflict with a mandatory, non-waivable provision of the TBOC:

a. Only the specific conflicting provision shall be void

b. All other provisions shall remain in full force and effect

c. The void provision shall be automatically reformed to the minimum extent necessary to comply with the TBOC

d. The Company Committee shall have authority to amend this Agreement to address such conflicts

5. Future TBOC Amendments

a. This Agreement automatically opts out of any future TBOC amendments that may be overridden by agreement, unless:

• The Company Committee determines adoption is beneficial
• The amendment is mandatory and non-waivable
• The amendment is required for continued series LLC status

b. The Company Committee shall review all TBOC amendments and determine applicability to this Agreement.

Section 10.6 - Confidentiality

1. Confidential Information Definition:

   • All non-public information related to the Company, its series, members, operations, financials, strategies, and technologies
   • Includes but is not limited to trade secrets, business plans, financial data, customer information, and proprietary technologies

2. Confidentiality Obligations:

   • Series members, directors, and authorized representatives shall maintain strict confidentiality
   • Unauthorized disclosure is prohibited
   • Confidentiality survives termination of membership or directorship

3. Exceptions to Confidentiality:

   • Information already in public domain
   • Information independently developed without use of Company confidential information
   • Information required to be disclosed by law or court order

4. Remedies for Breach:

   • Immediate injunctive relief
   • Monetary damages
   • Potential removal from series or committee

Section 10.7 - Indemnification

1. Comprehensive Indemnification:

   • The Company shall indemnify directors, officers, series members, and authorized representatives to the fullest extent permitted by Texas law
   • Indemnification covers legal expenses, judgments, settlements, and other costs

2. Indemnification Conditions:

   • Individual acted in good faith
   • Acted in what they reasonably believed to be the best interest of the Company
   • Had no reasonable cause to believe their conduct was unlawful

3. Advance of Expenses:

   • Legal expenses may be paid in advance upon receipt of an undertaking to repay if it is ultimately determined that indemnification is not appropriate

4. Insurance:

   • The Company may purchase and maintain directors and officers liability insurance
   • Insurance shall cover individuals acting only in an official capacity

Section 10.7 - Force Majeure

1. Definition of Force Majeure Events:

   • Natural disasters
   • War, terrorism, civil unrest
   • Government actions
   • Pandemics
   • Significant economic disruptions
   • Cyber attacks
   • Other extraordinary events beyond reasonable control

2. Consequences of Force Majeure:

   • Temporary suspension of obligations
   • No liability for failure to perform during event
   • Obligation to mitigate and resume performance as soon as possible

3. Notification Requirements:

   • Immediate written notice of force majeure event
   • Detailed description of event and expected duration
   • Continuous updates on mitigation efforts

Section 10.8 - Non-Waiver and Cumulative Remedies

1. No Waiver:

   • Failure to enforce any provision shall not constitute a waiver of future enforcement rights
   • Waiver must be explicit and in writing

2. Cumulative Remedies:

   • All remedies are cumulative
   • Exercise of one remedy does not preclude exercise of other remedies

Section 10.9 - Representations and Warranties

1. Company Representations:

   • Proper organization and good standing
   • Authority to enter into agreement
   • No conflicts with existing obligations
   • All necessary approvals obtained

2. Member Representations:

   • Legal capacity to enter agreement
   • No pending legal actions that would impair ability to perform
   • Accurate and complete information provided

Section 10.10 - Assignment and Succession

1. Assignment Restrictions:

   • No assignment of membership interests without Company Committee approval
   • Any attempted assignment without approval is void

2. Succession:

   • Rights and obligations bind and inure to successors and permitted assigns
   • Heirs and legal representatives may succeed to economic rights but not voting rights.

Section 10.11 - Compliance and Ethics

1. Ethical Standards:

   • Adherence to highest ethical business standards
   • Compliance with all applicable laws and regulations
   • Zero tolerance for illegal or unethical conduct

2. Reporting Mechanism:

   • Establish confidential reporting system for potential violations
   • Protection for whistleblowers
   • Mandatory investigation of reported issues

Section 10.12 - Technology and Cybersecurity

1. Cybersecurity Requirements:

   • Implement robust cybersecurity measures
   • Regular security audits
   • Incident response planning
   • Data protection protocols

2. Technology Governance:

   • Ongoing technology risk assessment
   • Compliance with industry best practices
   • Regular technology strategy reviews

SIGNATURES

IN WITNESS WHEREOF, this Amended and Restated Operating Agreement has been executed effective as of [DATE].

Pursuant to Article 3 of this Agreement and in compliance with the electronic recordkeeping requirements contained herein, this Agreement shall be executed solely through the Known Element Enterprises (KNEL) Electronic Signature System and recorded in the Turnkey Network Systems (TSYS) Enterprise Resource Planning (ERP) instance. Physical signatures shall neither be required nor accepted.

Electronic signatures executed through the KNEL Electronic Signature System shall have the same legal effect, validity, and enforceability as a manually executed signature. Upon execution, this Agreement shall be automatically recorded and maintained within the TSYS ERP system as the authoritative copy pursuant to the electronic recordkeeping requirements of this Agreement.