# Amended and Restated Operating Agreement — SnS Network Solutions Holdings LLC

# AMENDED AND RESTATED OPERATING AGREEMENT

SnS Network Solutions Holdings LLC
Entity type: Multi-Member LLC
State of formation: Indiana
EIN: 42-4099038
Effective date: July 28, 2026

## 1. Formation and Purpose

This Amended and Restated Operating Agreement (the "Agreement") is entered into by the undersigned Members, Samuel S. James, Annie Deondria Chatman, and Richard E. Williams (each a "Member" and collectively the "Members"), to govern the operations of SnS Network Solutions Holdings LLC, a limited liability company organized under the Indiana Business Flexibility Act (Indiana Code § 23-18). This Agreement amends and restates the Company's original single-member operating agreement in full, admitting Annie Deondria Chatman and Richard E. Williams as Members effective as of the date above.

The Company is formed to act as a holding company. Its primary purpose is to own, manage, and oversee its subsidiary entities and other business interests. The Company is not intended to engage in operating or client-facing business, and the Members shall conduct the Company's affairs so as to avoid incurring operating liabilities directly. This statement of intent does not by itself eliminate or limit any liability the Company may actually incur under law; nothing in this Agreement should be relied upon as a guarantee against liability.

## 2. Registered Office and Registered Agent

- Principal office: 759 Boxwood Drive, South Bend, IN 46641
- Registered agent: Samuel S. James (a Member), serving as his own registered agent.
- Registered office address: same as the principal office above — 759 Boxwood Drive, South Bend, IN 46641

Samuel S. James, as the Member serving in this role, may change the principal office or registered agent at any time, consistent with Indiana filing requirements. Serving as one's own registered agent requires being reliably available at the registered office during business hours to accept service of process; if that stops being practical (e.g., due to travel, relocation, or incapacity), the Members shall promptly appoint a commercial registered agent service and update the designation on file with the Indiana Secretary of State.

## 3. Members and Ownership

The Company has three Members, holding the following Membership Interests:

Member | Membership Interest
--- | ---
Samuel S. James | 97%
Annie Deondria Chatman | 1%
Richard E. Williams | 2%

Each Member is admitted with full membership rights — voting, management participation, and economic rights (allocations and distributions) — in proportion to their Membership Interest, except as otherwise stated in this Agreement. Allocations of profit and loss for tax purposes are made in proportion to each Member's Membership Interest, unless the Members otherwise agree in writing and as permitted by applicable economic-substance and tax requirements.

Confirm capital account and tax-allocation mechanics for the new Membership Interests, including whether any special allocations or a formal capital contribution is being made by Annie or Richard in exchange for their interest.

## 4. Management

The Company shall be Member-managed. Each Member has voting rights in proportion to their Membership Interest as set out in §3. Except as otherwise stated in this Agreement, actions and decisions of the Company require the approval of Members holding a majority of the Membership Interests. Because Samuel S. James holds 97% of the Membership Interests, he retains sole authority to approve or reject any Company decision, including, without limitation:

- Forming, acquiring, financing, and managing subsidiary entities;
- Opening and controlling bank and financial accounts;
- Entering into contracts and holding the Company's brand, intellectual property, and other assets;
- Admitting new members (which would require amending this Agreement — see §12).

Samuel S. James is designated the Company's day-to-day managing Member, with authority to conduct ordinary business on the Company's behalf without a separate vote of the other Members, subject to the majority-approval requirement above for major decisions (e.g., admitting members, encumbering or selling material assets, or dissolving the Company).

Confirm whether "major decisions" should be enumerated more specifically, and whether Annie and Richard should have any consent rights notwithstanding their minority interest (e.g., on related-party transactions or amendments affecting their own interest).

## 5. Subsidiary Management

The Company is authorized to form, acquire, and hold interests in subsidiary limited liability companies and other entities. The Company shall act as the sole member (or controlling owner) of such subsidiaries so that the parent–subsidiary relationship is clearly maintained.

To preserve limited-liability protection for the Company, the Members, and each subsidiary, the managing Member shall:

- Keep the Company's assets, accounts, and records separate from those of every subsidiary and from any Member's personal affairs (no commingling of funds);
- Document ownership of each subsidiary (the Company as sole member) in that subsidiary's own operating agreement;
- Observe ordinary formalities for the Company and each subsidiary.

## 6. Capital Contributions and Distributions

- Capital contributions: Members may contribute capital to the Company as needed and as agreed among the Members. Contributions are recorded in the Company's books against each Member's capital account.
- Distributions: Distributions of available cash or profits are made to the Members pro rata in proportion to their Membership Interests, at the times and in the amounts the managing Member determines under §4, subject to the Company's financial obligations and applicable law (the Company may not make a distribution that would render it unable to pay its debts as they come due).

## 7. Bank Accounts, Books, and Records

- The Company shall maintain its own bank account(s), separate from any Member's personal accounts and from every subsidiary's accounts.
- The Company shall keep accurate books and records of its finances, ownership interests in subsidiaries, and material decisions.
- Records shall be maintained at the principal office and retained as required by Indiana law.

## 8. Tax Treatment

With the admission of Annie Deondria Chatman and Richard E. Williams as Members, the Company is no longer a single-member LLC. By default, a multi-member LLC is treated as a partnership for U.S. federal income tax purposes; each Member reports their proportionate share of income and expense (per §3) on their individual return via a Schedule K-1. The Members may elect a different classification (for example, taxation as a corporation) by filing the appropriate IRS election. The best classification for the Company depends on the overall tax strategy across the Company and its subsidiaries, not this entity in isolation.

Confirm tax treatment and any elections given the Company's new multi-member status; confirm whether Annie's and Richard's interests are capital interests or profits interests, since the tax treatment of granting an equity interest for services differs from a purchased/contributed interest; confirm whether a new EIN or a partnership representative designation (BBA audit regime) is required; a partnership tax return (Form 1065) will likely now be required in addition to/instead of prior disregarded-entity reporting.

- EIN: 42-4099038 (IRS Notice CP575G, issued July 27, 2026)
- Fiscal year: Calendar year (January 1 – December 31)

## 9. Liability and Indemnification

To the fullest extent permitted by Indiana law:

- No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member; and
- The Company shall indemnify and hold harmless each Member (and any authorized manager or agent) against claims, losses, and expenses arising from the good-faith management of the Company within the scope of the authority granted under this Agreement, except for acts of fraud, willful misconduct, bad faith, or acts taken outside that authority (ultra vires acts).

Confirm this indemnification scope and its exceptions are consistent with Indiana law and the Members' intended risk allocation; scope may need further tightening.

## 10. Succession on Death or Incapacity

In this section, "the Member" refers specifically to Samuel S. James, whose death or incapacity triggers the succession provisions below — not to Annie or Richard in their capacity as Members under §3. Decide: this section does not yet address what happens to Annie's or Richard's own 1%/2% Membership Interest if one of them dies or becomes incapacitated (e.g., does it pass to their estate, get bought out by the Company, or pass to the other successor?). Revisit this with counsel before finalizing.

Base order of succession (applies to incapacity — see Death below for a modified order that applies on death). Successors are considered in this order, skipping any successor who is unavailable, unwilling, or (for Ethan and Micah, per the age condition below) not yet eligible:

1. Annie Deondria Chatman
2. Richard E. Williams
3. Ethan Nathaniel James (the Member's son) — eligible only upon reaching age 40
4. Micah Daniel James (the Member's son) — eligible only upon reaching age 40

Incapacity. Upon the Member's incapacity, the first eligible successor in the base order above shall act as successor manager of the Company — with full authority to manage bank accounts, subsidiaries, and Company affairs — until the Member is no longer incapacitated. Annie and Richard rank ahead of Ethan and Micah for this purpose regardless of the sons' age. This provision alone may not be sufficient for banks or third parties to recognize that authority; it should be backed by a Durable Power of Attorney naming the same successor(s) in the same order. Draft/execute a Durable Power of Attorney consistent with this section.

Death. Upon the Member's death, the base order above is modified: any of Ethan or Micah who has already reached age 40 at the time of the Member's death ranks ahead of Annie and Richard, in their original relative order (Ethan ahead of Micah). Annie and Richard follow immediately after any such eligible son(s). A son who has not yet reached age 40 at the time of the Member's death is unaffected by this reordering and remains subject to the trust provision below.

Example: both sons 40+ at death → order is Ethan, Micah, Annie, Richard. Only Micah is 40+ → order is Micah, Annie, Richard, then Ethan (in trust until 40). Neither son is 40+ → order remains Annie, Richard, then each son upon reaching 40 (held in trust until then).

The first eligible successor under this death order is admitted as a member with the same rights the Member held. Because Ethan and Micah are not eligible until age 40, if either is in line but under 40 at the time of the Member's death, their interest shall be held in trust for their benefit until they reach age 40, administered by a trustee named in the Member's estate plan (rather than held directly under this Agreement). This requires a trust structure in the Member's will/estate plan — coordinate this section, the successor order, and the trustee designation with an estate planning attorney.

The Company shall not dissolve solely because of the Member's death or incapacity, and shall continue under the successor(s) determined above.

## 11. Transfer of Membership Interest

- Economic vs. management rights. A Member may assign, pledge, or transfer the economic rights (right to distributions/profits) in all or part of their membership interest at that Member's discretion, without that alone making the transferee a member.
- Admission as a member. A transferee is admitted as a member — with voting and management rights, not just economic rights — only upon amendment of this Agreement under §12.
- Security interests. A Member may pledge or grant a security interest in their membership interest (e.g., to a lender) without that action alone transferring management rights; the secured party's rights are limited to the economic interest unless and until admitted as a member per above.
- Transfer among the current Members. Any transfer of Membership Interest among Samuel S. James, Annie Deondria Chatman, and Richard E. Williams themselves does not require a new admission under §12, but shall be recorded in the Company's books and, if it changes any Member's ownership percentage, reflected in an amendment updating §3.

Confirm transfer/security-interest mechanics with an Indiana attorney and CPA, and consider whether a right of first refusal or other transfer restriction should apply to Annie's and Richard's interests before any transfer is attempted.

## 12. Amendments

This Agreement may be amended only by a written instrument signed by all Members. Amendments are effective on the date stated in the amendment.

Confirm whether unanimous consent (as stated) or a majority-in-interest vote should govern future amendments, including amendments that would change a Member's own percentage interest.

## 13. Dissolution

The Company shall continue in perpetuity unless dissolved by:

- The written election of Members holding a majority of the Membership Interests (per §4); or
- Operation of Indiana law.

Upon dissolution, the Company's assets shall be applied first to creditors (including any Member, if owed), then distributed to the Members pro rata in proportion to their Membership Interests, after which Articles of Dissolution shall be filed with the Indiana Secretary of State.

## 14. Governing Law and Severability

This Agreement is governed by and construed in accordance with the laws of the State of Indiana. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

## 15. Definitions

"Company"
  SnS Network Solutions Holdings LLC.
"Member"
  each of Samuel S. James, Annie Deondria Chatman, and Richard E. Williams, and any successor or additional member admitted under this Agreement.
"Membership Interest"
  a Member's ownership, economic, and (unless limited) management rights in the Company, expressed as a percentage per §3.
"Subsidiary"
  any entity in which the Company holds a controlling or sole-member interest.

## Execution

The undersigned, being all of the Members of SnS Network Solutions Holdings LLC, adopt and agree to this Amended and Restated Operating Agreement as of the Effective Date first written above.

MEMBER — 97% Membership Interest

Signature

Printed name: Samuel S. James

Date

MEMBER — 1% Membership Interest

Signature

Printed name: Annie Deondria Chatman

Date

MEMBER — 2% Membership Interest

Signature

Printed name: Richard E. Williams

Date