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

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS THE COMMISSION OR ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES BY 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.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD UNDER THE EXEMPTION PROVIDED BY SECTION 4(A)(2) OF THE ACT AND REGULATION D PROMULGATED THEREUNDER AND OTHER EXEMPTIONS OF SIMILAR IMPORT IN THE LAWS OF THE STATES AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE COMPANY WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH INVESTOR SHOULD MAKE THEIR OWN INQUIRIES AND CONSULT THEIR OWN ADVISORS AS TO THE APPROPRIATE TAX TREATMENT, LEGAL, FINANCIAL, AND OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY FOR SUCH INVESTOR.

ARTICLE 1 - RECITALS

Section 1.1 - Prior Agreement

This Amended and Restated Operating Agreement (the "Agreement") supersedes and replaces in its entirety that certain Operating Agreement of Turnkey Network Systems LLC dated [ORIGINAL DATE] (the "Prior Agreement").

Section 1.2 - Purpose of Amendment and Restatement

The Member desires to amend and restate the Prior Agreement to:

implement mandatory service provider requirements,
establish the governance structure under the TSYS Group Board of Directors.
adopt sociocratic principles
Specify the LLC and its series does not grant any capital interests and does not maintain capital accounts
Specify that instead of capital accounts and interests , this LLC and its series uses profit interests exclusively.
establish profits interests within the fairshares model
establish a two class system for fairshares profits interests
reaffirm and reestablish the authority for the creation of operating entities series
establish the authority for the creation of asset holding, non operational entities series
establish the authority for the creation of subsidiary semi autonomous Cell entities series

Section 1.3 - Effect of Amendment and Restatement

Upon execution of this Agreement:

The Prior Agreement shall be superseded in its entirety.
All prior amendments to the Prior Agreement shall be void.
All rights and obligations under the Prior Agreement shall terminate.
All previous written and verbal agreements, understandings, contracts, and commitments of any kind made by or on behalf of:
- TSYS Group
- TSYS
- 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.
No party shall have any continuing obligations, rights, or duties under any such prior agreements.
This Agreement shall govern all aspects of the Company's operations going forward.

ARTICLE 2 - GLOSSARY OF TERMS

Section 2.1 - Defined Terms

For purposes of this Agreement, the following terms shall have the meanings specified:

Agreement: This Operating Agreement of Turnkey Network Systems LLC, as amended from time to time.
Board or Board of Directors: The body which provides governance of all TSYS Group entities and operations through various sub-committees.
Company Committee: The governing sub-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.
Company: Turnkey Network Systems LLC, a Texas Series Limited Liability Company.
Electronic Records: Digital documentation, including but not limited to: electronic signatures digital certificates blockchain records cloud-based storage systems other digital formats approved by the Company Committee.
Independent Director: A natural person serving on the Company Committee who must meet 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 (see definition of "Immediate Family Members" below)
Has no material business relationship with any series (see definition of "Material Business Relationship" below)

IT Services: All information technology services provided exclusively by Known Element Enterprises (series) LLC, including (but not limited to):
- Network Infrastructure:
  - Wide Area Network (WAN) and Local Area Network (LAN) management
  - Internet connectivity and bandwidth allocation
  - Virtual Private Network (VPN) services
  - Network monitoring and optimization
  - Firewall management and configuration
- Software Systems:
  - Enterprise Resource Planning (ERP) software
  - Customer Relationship Management (CRM) platforms
  - Accounting and financial software
  - Document management systems
  - Collaboration and communication tools
  - Custom application development and maintenance
- Data Storage and Management:
  - Cloud storage solutions
  - Backup and recovery systems
  - Data archiving and retention
  - Database management and optimization
  - Data migration and synchronization
- Security Services:
  - Access control and authentication systems
  - Intrusion detection and prevention
  - Security incident monitoring and response
  - Vulnerability assessment and penetration testing
  - Security awareness training
  - Compliance monitoring and reporting
- Technical Support:
  - 24/7 help desk services
  - Remote and on-site support
  - System maintenance and updates
  - Hardware support and replacement
  - User training and documentation
- Infrastructure Management:
  - Server administration
  - Cloud infrastructure management
  - Hardware procurement and lifecycle management
  - Disaster recovery planning and implementation
  - Performance monitoring and optimization
Known Element Enterprises: Turnkey Network Systems LLC - Known Element Enterprises (series) LLC, the designated provider of all IT services for TSYS Group.
Series: A separate series established under the Company pursuant to Texas Business Organizations Code § 101.601.
Series Member: A person or entity holding a membership interest in a specific series.
The Campus Trading Company: Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, the designated provider of all transaction and treasury services for TSYS Group.
TSYS Group: Turnkey Network Systems LLC , series of Turnkey Network Systems LLC and affiliated stand alone legal entities (both for profit and non profit) (Side Door Group INC, Side Door Solutions Group INC, Americans For A Better Network INC, RackRental.net Operating Company LLC, Suborbital Systems Development Company LLC).
Transaction and Treasury Services: All financial transaction and treasury services provided exclusively by Turnkey Network Systems LLC - The Campus Trading Company (series) LLC, including:
- Payment Processing:
  - Electronic funds transfers (ACH, wire, SWIFT)
  - Credit and debit card processing
  - Digital payment systems integration
  - Payment gateway management
  - Recurring payment management
  - Payment reconciliation and reporting
- Treasury Management:
  - Working capital optimization
  - Liquidity management and forecasting
  - Investment portfolio management
  - Risk management and hedging strategies
  - Foreign exchange operations
  - Credit facility management
- Financial Settlements:
  - Inter-series settlements
  - Vendor payment processing
  - Customer payment collection
  - Cross-border transaction management
  - Settlement dispute resolution
  - Automated clearing house operations
- Banking Relationships:
  - Bank account management
  - Banking platform integration
  - Letter of credit administration
  - Bank fee analysis and optimization
  - Banking service negotiations
  - Relationship management across financial institutions
- Cash Management:
  - Cash position monitoring
  - Cash flow forecasting and analysis
  - Account structure optimization
  - Sweep account management
  - Working capital analytics
  - Cash concentration services
- Financial Controls:
  - Payment authorization workflows
  - Fraud prevention systems
  - Audit trail maintenance
  - Compliance monitoring
  - Internal control documentation
  - Risk assessment and mitigation

ARTICLE 3 - MANDATORY OPERATIONAL REQUIREMENTS

Section 3.1 - Internal Shared Services Structure

1. Designation of Internal Service Providers

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

a. Known Element Enterprises (series) LLC shall serve as the Company's centralized information technology division, providing all IT services as defined in Section 2.1.7.

b. The Campus Trading Company (series) LLC shall serve as the Company's centralized treasury and transaction operations division, providing all transaction services as defined in Section 2.1.13.

2. Mandatory Use of Internal Services

All series must exclusively utilize these internal service divisions for their respective functions. No series may:

a. Develop independent IT systems or capabilities

b. Establish independent banking or treasury relationships

c. Contract directly with external service providers for these functions

Series may (and are encouraged to) establish series specific contract terms with Known Element Enterprise and The Campus Trading Company to meet the series unique needs.

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

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
Other operational parameters as needed

4. Vendor Relationships

a. Service divisions shall have sole authority to:

Select external vendors
Negotiate vendor contracts
Manage vendor relationships
Terminate vendor relationships

b. All vendor relationships shall be:

Subject to Board oversight
Managed according to Board-established criteria
Properly documented
Regularly reviewed

5. Cost Allocation

a. Service costs shall be:

Allocated among series according to Board-approved methodologies
Documented transparently
Reviewed regularly
Adjusted as needed to maintain cost-only operation

6. Documentation Requirements

All service division operations shall be documented in accordance with the electronic records requirements of Section 3.2.

Section 3.2 - Electronic Records Requirement

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
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

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

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
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

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
Each series shall have its own:
- Operating agreement
- Management structure
- Membership interests
- Business purpose
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
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

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.
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)
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
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
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
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
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

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

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
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

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
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
Structure:
- May contain multiple subsidiary series
- Each subsidiary series maintains independence
- Cell series provides administrative oversight
- Cell series board determines internal policies
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
Cell Series Board Powers:
- Establish subsidiary series
- Set internal governance policies
- Approve subsidiary series actions
- Monitor subsidiary compliance
- Manage resource allocation
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 it’s relevant subsidiaries permanently and irrevocably delegates control of the Company and the permanent Company series it’s the sole member of (KNEL/TheCampus/RWSCP/REDWFO and/or subsidiaries thereof) to the Company Board/committees, and the Company COO.

WFO Group and WFO Group Management Company delegates 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 oversight.

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

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

Section 4.6.6 - Series Membership

Wyble Family Office (cell series) LLC:

Sole Member: Charles Wyble And Patti Wyble Living Trust
Membership Interest: 100%
Distribution Rights: 100%

Redwood Family Office (cell series) LLC:

Sole Member: Turnkey Network Systems LLC - Wyble Family Office (cell series) LLC
Membership Interest: 100%
Distribution Rights: 100%

3. Known Element Enterprises (series) LLC:

Sole Member: Turnkey Network Systems LLC - Wyble Family Office (cell series) LLC
Membership Interest: 100%
Distribution Rights: 100%

4. The Campus Trading Company (series) LLC:

Sole Member: Turnkey Network Systems LLC - Wyble Family Office (cell series) LLC
Membership Interest: 100%
Distribution Rights: 100%

ARTICLE 4A - MEMBERSHIP INTEREST CLASSIFICATIONS

Section 4A.1 - Membership Interest Class Structure

Membership Interest Classes:
- All membership interests in any series shall be divided into two classes:
  - Class A Membership Interests (“Regular Members”)
  - Class B Membership Interests (“Involuntary Members”)
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 4A.2 - Class A Membership Interests (Regular Members)

Definition and Qualification:
- Class A Members are individuals or entities who have acquired their membership interests through:
  - Initial capital contributions
  - Voluntary transfers approved by the applicable governing body
  - Issuance of new membership interests with proper approval
  - Any other voluntary, approved method of acquisition
Rights and Privileges:
- Full voting rights on all matters requiring member approval
- Right to participate in governance and decision-making
- Right to serve on boards, committees, and in circles
- 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
Transfer Restrictions:
- Transfers of Class A interests shall be subject to approval requirements
- Transfers may be subject to rights of first refusal
- All transfers must comply with securities laws and this Agreement
- Involuntary transfers shall result in automatic conversion to Class B interests

Section 4A.3 - Class B Membership Interests (Involuntary Members)

Definition and Classification:
- Class B 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 interest that is transferred through any of these mechanisms shall automatically convert to a Class B interest without further action required
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
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 4A.4 - Automatic Conversion Provisions

Conversion from Class A to Class B:
- 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
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
No Conversion from Class B to Class A:
- Class 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 4A.5 - Transfer and Assignment Restrictions

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
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
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 4A.6 - Documentation and Certificates

Electronic Certificates:
- All membership interests shall be evidenced by electronic certificates
- Certificates shall clearly indicate Class A or Class B status
- Certificates shall contain appropriate restrictive legends
- Certificates shall be maintained in accordance with Section 3.2
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 limitations (for Class B certificates)

Section 4A.7 - Implementation

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
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 5 - COMPANY RESTRICTIONS

Section 5.1 - Company Membership and Prohibited Activities

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

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 5.2 - 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 6 - GOVERNANCE STRUCTURE

Section 6.1 - TSYS Group Board

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
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
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
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
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
Committee Membership Principles:
- Diverse expertise and background
- Rotating leadership to prevent stagnation
- Independent oversight
- Balanced representation
- Continuous professional development
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 6.2 - Conflict of Interest and Independence Protocols

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
Independence Standards:
- Maintain strict independence requirements
- Periodic review of independence status
- Transparent independence verification process
Remediation and Enforcement:
- Clear consequences for independence violations
- Structured appeal and review mechanism
- Preservation of organizational integrity

Section 6.3 - Company Committee

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
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
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 6.4 - 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 6.4 - Independence Violations

Any violation of independence requirements results in immediate removal from the Company Committee.
Series members may challenge a director's independence through written notice to the TSYS Group Board.
The TSYS Group Board, through its Compliance Committee, shall investigate independence challenges and issue written findings within 30 days.

Section 6.5 - Committee Meetings

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
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
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 6.6 - Reporting Requirements

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
Reports shall include:
- Series activity and performance
- Compliance matters
- Risk assessments
- Material changes or events
- Other information as required by the Board

Section 6A SOCIOCRATIC GOVERNANCE STRUCTURE

Section 6A.1 - Sociocratic Principles

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

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
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
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
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 6A.2 - Circle Structure

General Circle (TSYS Group Board):
- Highest governance circle
- Responsible for overall direction and policy
- Includes representatives from each primary circle
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
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 6A.3 - Circle Operations

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
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
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 6A.4 - Integration with Existing Governance

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
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 7 - PERPETUAL EXISTENCE

Section 7.1 - Duration

The Company shall continue in perpetuity unless dissolved in accordance with Section 7.2 of this Agreement.

Section 7.2 - Dissolution Limitations

The Company may be dissolved only under the following circumstances:

By court order from a court of competent jurisdiction;
If dissolution is required by operation of mandatory, non-waivable provisions of applicable law;
Upon the unanimous written consent of:
- All members of all series
- All members of the Company Committee
- The TSYS Group Board of Directors

Section 7.3 - Effect of Dissolution Events

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

Death, incapacity, bankruptcy, or dissolution of any series member;
Withdrawal, resignation, or removal of any series member;
Assignment or transfer of any series membership interest;
Dissolution of any series;
Any change in composition of the Company Committee or TSYS Group Board;
Sale, transfer, or disposal of any Company or series assets;
Merger, acquisition, or reorganization of any series;
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 7.4 - Dissolution Process

In the event of a permitted dissolution under Section 7.2:

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
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
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
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 7.5 - Dissolution Restrictions

Notwithstanding the permitted dissolution events in Section 7.2:

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

Section 7.6 - Survival Provisions

The following provisions shall survive any dissolution of the Company:

Series isolation provisions
Electronic records requirements
Confidentiality obligations
Indemnification rights
Dispute resolution procedures
Asset protection measures
All provisions necessary to implement an orderly wind-up

Section 7.7 - Series Rights Post-Dissolution

Upon any permitted dissolution of the Company:

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
No series shall be required to:
- Dissolve or terminate
- Liquidate its assets
- Cease operations
- Modify its structure
- Change its governance

ARTICLE 8 - SECURITIES LAW MATTERS AND RISK FACTORS

Section 8.1 - 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 8.2 - Investment Risks

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

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.
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.
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.
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.
Lack of Operating History: CERTAIN SERIES MAY BE NEWLY FORMED AND HAVE NO OPERATING HISTORY UPON WHICH PROSPECTIVE INVESTORS CAN EVALUATE LIKELY PERFORMANCE.
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.
Economic Risk: THE SUCCESS OF ANY SERIES MAY BE AFFECTED BY GENERAL ECONOMIC CONDITIONS, INCLUDING INTEREST RATES, INFLATION RATES, AND GENERAL MARKET CONDITIONS.

Section 8.3 - 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

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.
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.
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

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
Confidentiality Obligations:
- Series members, directors, and authorized representatives shall maintain strict confidentiality
- Unauthorized disclosure is prohibited
- Confidentiality survives termination of membership or directorship
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
Remedies for Breach:
- Immediate injunctive relief
- Monetary damages
- Potential removal from series or committee

Section 10.7 - Indemnification

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
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
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
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

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
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
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

No Waiver:
- Failure to enforce any provision shall not constitute a waiver of future enforcement rights
- Waiver must be explicit and in writing
Cumulative Remedies:
- All remedies are cumulative
- Exercise of one remedy does not preclude exercise of other remedies

Section 10.9 - Representations and Warranties

Company Representations:
- Proper organization and good standing
- Authority to enter into agreement
- No conflicts with existing obligations
- All necessary approvals obtained
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

Assignment Restrictions:
- No assignment of membership interests without Company Committee approval
- Any attempted assignment without approval is void
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

Ethical Standards:
- Adherence to highest ethical business standards
- Compliance with all applicable laws and regulations
- Zero tolerance for illegal or unethical conduct
Reporting Mechanism:
- Establish confidential reporting system for potential violations
- Protection for whistleblowers
- Mandatory investigation of reported issues

Section 10.12 - Technology and Cybersecurity

Cybersecurity Requirements:
- Implement robust cybersecurity measures
- Regular security audits
- Incident response planning
- Data protection protocols
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.

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