Operating Agreement / Narrative Consulting LLC

This Operating Agreement (the "Agreement") of Narrative Consulting LLC, a Pennsylvania limited liability company (the "LLC" or the "Company"), is entered into and effective as of [DATE], by the undersigned sole member (the "Member").

The Member hereby agrees as follows:

The LLC was formed as a limited liability company pursuant to and in accordance with the Pennsylvania Uniform Limited Liability Company Act of 2016, 15 Pa.C.S. Chapter 89 (the "Act"), by the filing of a Certificate of Organization with the Department of State of the Commonwealth of Pennsylvania.

The name of the LLC is Narrative Consulting LLC. All business of the LLC shall be conducted under this name or such other names as the Member may determine from time to time, provided that appropriate filings are made with the Pennsylvania Department of State.

The registered office of the LLC in the Commonwealth of Pennsylvania shall be located at [REGISTERED OFFICE ADDRESS], New Castle, Lawrence County, Pennsylvania. The Member may change the registered office from time to time by filing the appropriate documentation with the Pennsylvania Department of State.

The purpose of the LLC is to engage in identity governance consulting, cybersecurity consulting, information technology consulting, software development, and any and all other lawful business activities permitted under the laws of the Commonwealth of Pennsylvania for which a limited liability company may be organized under the Act.

The LLC shall have a perpetual existence and shall continue until dissolved in accordance with the provisions of this Agreement or as otherwise provided by law.

The Certificate of Organization for the LLC was filed with the Pennsylvania Department of State. The Member shall maintain a copy of the filed Certificate of Organization and any amendments thereto with the records of the LLC.

The sole member of the LLC is [MEMBER NAME], residing at [MEMBER ADDRESS] (the "Member"). The Member holds one hundred percent (100%) of all membership interests in the LLC.

The Member holds 100% of all membership interests in the LLC, including all rights to profits, losses, distributions, and voting authority. No other person or entity holds any membership interest or economic interest in the LLC as of the effective date of this Agreement.

The Member has contributed [$AMOUNT] in cash as the initial capital contribution to the LLC. This contribution has been received by the LLC and credited to the Member's capital account.

The Member is not required or obligated to make any additional capital contributions to the LLC beyond the initial capital contribution described in Section 3.1. The Member may, however, make additional capital contributions at any time and in any amount at the Member's sole discretion.

The Member shall not be entitled to demand or receive the return of any capital contribution except upon the dissolution and winding up of the LLC as provided in Article X of this Agreement, or as otherwise permitted by the Act.

The LLC shall establish and maintain a capital account for the Member in accordance with applicable federal income tax regulations. The capital account shall be increased by the amount of any capital contributions made by the Member and by the Member's share of LLC profits, and decreased by the amount of any distributions to the Member and by the Member's share of LLC losses.

The LLC shall be member-managed within the meaning of 15 Pa.C.S. § 8943. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the LLC, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the LLC's business.

Without limiting the generality of Section 4.1, the Member shall have the power and authority on behalf of the LLC to:

• Execute, deliver, and perform contracts, agreements, and other instruments of any kind;
• Open, maintain, and close bank accounts and other financial accounts in the name of the LLC;
• Hire, compensate, and terminate employees, independent contractors, consultants, and other service providers;
• Acquire, hold, manage, lease, and dispose of real and personal property;
• Borrow money and incur indebtedness on behalf of the LLC, and execute promissory notes, mortgages, deeds of trust, and other evidences of indebtedness;
• Commence, prosecute, defend, or settle any legal proceedings involving the LLC;
• Purchase insurance for the LLC, its properties, and its activities;
• Take any and all other actions necessary, convenient, or incidental to the management and operation of the LLC's business.

All contracts, agreements, deeds, leases, promissory notes, and other instruments requiring execution on behalf of the LLC shall be signed by the Member in a representative capacity, using the following form: "Narrative Consulting LLC, by [MEMBER NAME], Member." No document shall be signed in a manner that could suggest personal liability of the Member for LLC obligations.

The Member may, from time to time, appoint one or more officers of the LLC with such titles, duties, and authority as the Member may determine. The appointment of officers shall not change the member-managed structure of the LLC, and the Member shall retain ultimate authority over all LLC affairs. Any officer may be removed by the Member at any time, with or without cause.

The LLC shall establish and maintain one or more bank accounts and financial accounts in the name of the LLC, separate and apart from the personal accounts of the Member. All funds of the LLC shall be deposited in such accounts, and all expenditures of the LLC shall be made from such accounts. Under no circumstances shall the Member commingle personal funds with LLC funds.

The fiscal year of the LLC shall be the calendar year, beginning January 1 and ending December 31 of each year, unless otherwise changed by the Member in accordance with applicable tax laws.

The LLC shall maintain its books and records on the cash basis of accounting, unless the Member elects to change to the accrual basis or another method of accounting permitted under applicable tax laws.

The LLC shall maintain complete and accurate books and records of all transactions, assets, liabilities, and financial condition of the LLC in accordance with generally accepted accounting principles or such other method as the Member deems appropriate. Such records shall be maintained at the LLC's principal office or at such other location as the Member may determine, and shall be available for inspection by the Member at all reasonable times.

All items of income, gain, loss, deduction, and credit of the LLC for any fiscal year shall be allocated one hundred percent (100%) to the Member.

The Member may make distributions from the LLC at any time and in any amount, at the Member's sole discretion, provided that no distribution shall be made if, after giving effect to the distribution, the LLC would be unable to pay its debts as they become due in the ordinary course of business, in accordance with 15 Pa.C.S. § 8952.

As a single-member limited liability company, the LLC shall be treated as a disregarded entity for federal income tax purposes under Treasury Regulation § 301.7701-3, unless the Member elects an alternative tax classification. The Member reserves the right to elect S-Corporation treatment (by filing IRS Form 2553), C-Corporation treatment (by filing IRS Form 8832), or any other tax classification permitted by law, at the Member's sole discretion.

For so long as the LLC is treated as a disregarded entity, the Member shall report all income, deductions, gains, losses, and credits of the LLC on the Member's personal income tax returns. If the Member elects an alternative tax classification, the LLC shall file all required tax returns in accordance with such classification.

The Member shall be responsible for all federal, state, and local tax obligations arising from the operations of the LLC, including but not limited to income taxes, self-employment taxes, estimated tax payments, Pennsylvania state taxes, and any applicable local earned income taxes.

The Member shall not be personally liable for any debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, solely by reason of being a member or manager of the LLC, pursuant to 15 Pa.C.S. § 8922. The Member's liability shall be limited to the Member's capital contribution and any undistributed profits of the LLC.

The LLC shall indemnify, defend, and hold harmless the Member from and against any and all claims, demands, actions, judgments, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising from any act or omission of the Member performed in good faith on behalf of the LLC and reasonably believed by the Member to be within the scope of the Member's authority under this Agreement.

Notwithstanding Section 7.2, the Member shall not be entitled to indemnification for any claims, damages, losses, or expenses arising from acts or omissions constituting willful misconduct, gross negligence, fraud, or intentional violation of law by the Member.

The LLC is a legal entity separate and distinct from the Member. The Member shall at all times maintain, observe, and respect this separation. The Member shall not treat the assets of the LLC as the Member's own personal assets, and shall not represent to any third party that the LLC's debts or obligations are the personal debts or obligations of the Member.

The LLC shall maintain bank accounts and financial records separate from the Member's personal accounts and records. No commingling of LLC funds with personal funds of the Member is permitted under any circumstances. All LLC income shall be deposited into LLC accounts, and all LLC expenses shall be paid from LLC accounts.

All business conducted by or on behalf of the LLC shall be conducted in the name of "Narrative Consulting LLC." All contracts, invoices, proposals, correspondence, marketing materials, websites, and communications relating to LLC business shall identify the LLC by its full legal name. The Member shall sign all documents in a representative capacity (e.g., "Narrative Consulting LLC, by [MEMBER NAME], Member") and shall not sign LLC documents in a personal capacity.

The Member shall maintain adequate capitalization in the LLC to meet the LLC's reasonably foreseeable business obligations and liabilities. The Member shall not strip the LLC of assets, make distributions that render the LLC insolvent, or otherwise deplete LLC resources to the detriment of the LLC's creditors.

The Member shall observe all formalities necessary to maintain the separate existence of the LLC, including but not limited to: documenting all significant business decisions in written resolutions or memoranda; recording all capital contributions and distributions; filing all required annual reports with the Pennsylvania Department of State; paying all required state fees and taxes; and maintaining all required licenses and permits.

At least once per calendar year, the Member shall conduct a review of the LLC's compliance with the entity separation requirements set forth in this Article VIII. The Member shall document such review in a written memorandum confirming that: (a) LLC finances remain separate from personal finances; (b) the LLC is conducting business in its own name; (c) the LLC is adequately capitalized; and (d) all required filings and fees are current.

The Member may freely transfer, assign, sell, pledge, or otherwise dispose of all or any portion of the Member's membership interest in the LLC at any time, without restriction, subject to compliance with applicable law.

No person or entity shall be admitted as a new member of the LLC except upon the execution of a written amendment to this Operating Agreement by the existing Member and the proposed new member. Upon admission of any new member, the parties shall execute a restated Operating Agreement reflecting the revised membership and governance structure.

Any transfer of the entire membership interest of the Member shall result in the transferee becoming the sole member of the LLC, with all rights, obligations, and authority of the Member under this Agreement. The LLC shall not be dissolved by reason of any such transfer.

The LLC shall be dissolved upon the occurrence of any of the following events:

• (a) The written decision of the Member to dissolve the LLC;
• (b) The entry of a decree of judicial dissolution under 15 Pa.C.S. § 8972;
• (c) Administrative dissolution by the Pennsylvania Department of State for failure to comply with applicable filing or fee requirements; or
• (d) The LLC ceasing to have any members for a period of ninety (90) consecutive days, unless a successor member is admitted within such period.

Upon dissolution, the Member (or, if the Member is deceased or incapacitated, the Member's personal representative) shall wind up the affairs of the LLC. Winding up shall include:

• (a) Completing any unfinished business or fulfilling any outstanding contractual obligations;
• (b) Collecting all debts and receivables owed to the LLC;
• (c) Paying and discharging all debts, obligations, and liabilities of the LLC, or making adequate provision for their payment;
• (d) Distributing any remaining assets of the LLC to the Member (or the Member's estate or successors).

Upon completion of the winding up of the LLC's affairs, the Member (or the Member's personal representative) shall file a Certificate of Dissolution with the Pennsylvania Department of State in accordance with 15 Pa.C.S. § 8971, and shall take all other actions necessary to terminate the LLC's existence.

Upon the death, disability, or incapacity of the Member, the LLC shall not automatically dissolve. The LLC shall continue in existence in accordance with the provisions of this Article XI and applicable provisions of the Act.

Upon the death, disability, or incapacity of the Member, the Member's estate, personal representative, executor, administrator, guardian, conservator, or other legally designated successor shall have the right to:

• (a) Continue the business and operations of the LLC as the successor member, with all rights and obligations of the Member under this Agreement;
• (b) Appoint a qualified manager or agent to operate the LLC on behalf of the successor; or
• (c) Dissolve the LLC and wind up its affairs in accordance with Article X of this Agreement.

The Member's personal representative, executor, administrator, or other legally authorized agent shall have all the rights, powers, and authority of the Member under this Agreement for purposes of managing, operating, or winding up the business of the LLC, to the fullest extent permitted by law.

The Member may, at any time, designate a specific individual or entity as the Member's designated successor by executing a written amendment to this Agreement. Any such designation may be changed or revoked by the Member at any time prior to the Member's death or incapacity.

This Agreement may be amended, modified, or supplemented only by a written instrument executed by the Member. No oral agreement or course of dealing shall be effective to amend or modify this Agreement.

The Member may restate this Agreement in its entirety at any time to incorporate all prior amendments and to reflect the then-current terms and provisions of this Agreement. Any such restated Agreement shall supersede all prior versions.

This Agreement shall be governed by, construed under, and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, specifically 15 Pa.C.S. Chapter 89 (the Pennsylvania Uniform Limited Liability Company Act of 2016), without regard to conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the LLC, or the Member's rights or obligations hereunder, shall be subject to the exclusive jurisdiction of the courts of Lawrence County, Commonwealth of Pennsylvania. The Member hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

If any provision of this Agreement, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

This Agreement constitutes the entire agreement among the parties with respect to the organization, governance, and operation of the LLC, and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral, relating to the subject matter hereof.

This Agreement shall be binding upon and shall inure to the benefit of the Member and the Member's heirs, executors, administrators, personal representatives, successors, and assigns.

The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement may be executed by electronic signature, which shall be deemed to have the same legal effect, validity, and enforceability as a manual signature, in accordance with the Pennsylvania Uniform Electronic Transactions Act, 73 Pa.C.S. Chapter 23.