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.*