sns-network-solutions/businesses/00-holdings/docs/operating-agreement.md

Operating Agreement for SnS Network Solutions Holdings LLC

Entity: SnS Network Solutions Holdings LLC (the "Company") State of formation: Indiana EIN: 42-4099038 Effective date: July 28, 2026

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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.

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: 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.

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 tax requirements.

4. Management

The Company shall be Member-managed. Each Member has voting rights in proportion to their Membership Interest as set out in §3. 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.

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 a multi-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.

• 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.

10. Succession on Death or Incapacity

If any Member dies or becomes permanently incapacitated, that Member's Membership Interest (economic and management rights) shall pass to that Member's successor(s) in interest as determined by applicable Indiana law, that Member's will, or other estate disposition.

The successor(s) receiving a deceased or incapacitated Member's interest shall be admitted as Member(s) with the same rights that Member held, upon written notice to the Company and execution of a joinder to this Agreement.

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

11. Transfer of Membership Interest

• Economic vs. management rights. A Member may assign or transfer the economic rights (right to distributions/profits) in all or part of their membership interest without that alone making the transferee a member.
• Admission as a member. A transferee is admitted as a member — with voting and management rights — only upon amendment of this Agreement under §12.
• Security interests. A Member may pledge or grant a security interest in their membership interest without that action alone transferring management rights.
• Transfer among current Members. Any transfer of Membership Interest among the current Members does not require a new admission under §12, but shall be recorded in the Company's books and reflected in an amendment updating §3.

12. Amendments

This Agreement may be amended only by a written instrument signed by Members holding a majority of the Membership Interests. Amendments are effective on the date stated in the amendment.

13. Dissolution

The Company shall continue in perpetuity unless dissolved by:

• The written election of Members holding a majority of the Membership Interests; 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.

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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: ______________________________________

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Review with an Indiana-licensed attorney before signing.