Legal

Operating Agreement

Security Insight Consultants, LLC | Effective Date: July 18, 2026

This Operating Agreement ("Agreement") is entered into as of July 18, 2026, by and among the member(s) of Security Insight Consultants, LLC ("Company"), a limited liability company organized and existing under the laws of the State of Tennessee. This Agreement governs the internal affairs of the Company and the rights, duties, and obligations of its member(s).

Article I — Organization

1.1 Formation

The Company has been organized as a Tennessee Limited Liability Company pursuant to the Tennessee Revised Limited Liability Company Act (T.C.A. § 48-249-101 et seq.) and the Articles of Organization filed with the Tennessee Secretary of State.

1.2 Company Name

The name of the Company is Security Insight Consultants, LLC. The Company may conduct business under such trade names or assumed names as the Member(s) may determine from time to time.

1.3 Principal Office

The principal office of the Company shall be located in Hamilton County, Tennessee, or at such other location as the Member(s) may designate from time to time.

1.4 Registered Agent

The Company shall maintain a registered agent in the State of Tennessee as required by law. The registered agent may be changed by the Member(s) upon filing the appropriate documentation with the Tennessee Secretary of State.

1.5 Term

The Company shall have a perpetual existence unless dissolved in accordance with the provisions of this Agreement or applicable Tennessee law.

1.6 Purpose

The purpose of the Company is to engage in the business of physical security consulting, including but not limited to: on-site security assessments, vulnerability analysis, security system design recommendations, risk management consulting, security training, and any other lawful business activity as determined by the Member(s).

Article II — Members

2.1 Initial Member

The initial Member of the Company is Bruce Cantrelle, who holds one hundred percent (100%) of the membership interest in the Company. The Member's address and contact information shall be maintained in the Company's records.

2.2 Membership Interests

Membership interests represent a Member's ownership stake in the Company, including the right to share in profits and losses, receive distributions, and participate in management. Membership interests shall be expressed as a percentage of the total outstanding interests.

2.3 Admission of New Members

New members may be admitted to the Company only upon the unanimous written consent of all existing Members. The terms of admission, including the new member's capital contribution and membership interest percentage, shall be set forth in a written amendment to this Agreement.

2.4 Member Meetings

Formal meetings of the Member(s) are not required for a single-member LLC. The Member may take any action by written consent in lieu of a meeting. If additional members are admitted, meetings shall be held at least annually, with notice provided no less than five (5) days in advance.

2.5 Voting Rights

Each Member shall have voting rights proportional to their membership interest percentage. Decisions requiring a vote shall be approved by Members holding a majority of the membership interests, unless this Agreement or applicable law requires a greater percentage.

Article III — Capital Contributions

3.1 Initial Capital Contributions

Each Member's initial capital contribution shall be recorded in the Company's books and records. Capital contributions may be made in cash, property, services rendered, or a promissory note, as agreed upon by the Member(s).

3.2 Additional Capital Contributions

No Member shall be required to make additional capital contributions beyond their initial contribution. Additional contributions may be made voluntarily with the consent of all Members. No Member shall be entitled to interest on capital contributions unless otherwise agreed in writing.

3.3 Capital Accounts

The Company shall maintain a separate capital account for each Member. Each Member's capital account shall be credited with their capital contributions and share of profits, and debited with their share of losses and distributions received.

3.4 Return of Capital

No Member shall have the right to demand or receive the return of their capital contribution except upon dissolution of the Company or as otherwise agreed by all Members in writing.

Article IV — Allocations and Distributions

4.1 Allocation of Profits and Losses

The Company's net profits and net losses for each fiscal year shall be allocated among the Members in proportion to their respective membership interest percentages, unless otherwise required by applicable tax law or agreed upon by the Members.

4.2 Distributions

Distributions of cash or other assets shall be made to the Members at such times and in such amounts as determined by the Member(s), in proportion to their respective membership interest percentages. No distribution shall be made if it would render the Company unable to pay its debts as they become due in the ordinary course of business.

4.3 Tax Distributions

To the extent the Company has available cash, the Company shall make distributions to each Member in an amount sufficient to cover each Member's estimated federal and state income tax liability attributable to the Member's share of Company income, calculated at the highest applicable marginal tax rate.

4.4 Withholding

The Company may withhold from any distribution to a Member any amount required to be withheld by applicable federal, state, or local tax law. Amounts so withheld shall be treated as distributions to the Member for purposes of this Agreement.

Article V — Management

5.1 Member-Managed

The Company shall be member-managed. The Member(s) shall have full authority to manage and control the business and affairs of the Company, make all decisions affecting the Company's business, and take all actions necessary or appropriate to carry out the Company's purpose.

5.2 Authority of Managing Member

The managing Member is authorized to, without limitation: (a) enter into contracts and agreements on behalf of the Company; (b) open and manage bank accounts and financial instruments; (c) hire and terminate employees and independent contractors; (d) purchase, lease, or dispose of Company assets; (e) borrow money and execute promissory notes; (f) institute or defend legal proceedings; (g) make all tax elections and filings on behalf of the Company.

5.3 Decisions Requiring Member Consent

Notwithstanding Section 5.2, the following actions shall require the unanimous written consent of all Members: (a) amendment of this Agreement or the Articles of Organization; (b) admission of new Members; (c) merger, consolidation, or sale of substantially all Company assets; (d) dissolution of the Company; (e) any act that would make it impossible to carry on the ordinary business of the Company.

5.4 Compensation of Members

Members may receive reasonable compensation for services rendered to the Company, as determined by the Member(s). Such compensation shall be treated as a Company expense and shall not be deemed a distribution of profits.

5.5 Reimbursement of Expenses

The Company shall reimburse Members for all reasonable and necessary expenses incurred in the conduct of Company business, provided such expenses are documented and submitted in accordance with Company policy.

5.6 Duty of Care and Loyalty

Each Member owes a duty of care and loyalty to the Company. Members shall not engage in activities that directly compete with the Company's business without the written consent of all other Members, and shall not usurp Company business opportunities for personal gain.

Article VI — Transfer of Membership Interests

6.1 Restrictions on Transfer

No Member may sell, assign, transfer, pledge, hypothecate, or otherwise dispose of all or any portion of their membership interest without the prior written consent of all other Members. Any purported transfer in violation of this Agreement shall be null and void.

6.2 Right of First Refusal

Before transferring any membership interest to a third party, the transferring Member must first offer the interest to the remaining Members on the same terms and conditions. The remaining Members shall have thirty (30) days to exercise this right of first refusal.

6.3 Permitted Transfers

Notwithstanding Section 6.1, a Member may transfer their membership interest to a revocable living trust for estate planning purposes, or to a wholly-owned entity, provided the Member retains full beneficial ownership and control, and provided written notice is given to all other Members within thirty (30) days of such transfer.

6.4 Death or Incapacity of a Member

Upon the death, permanent disability, or legal incapacity of a Member, the Member's legal representative, estate, or successor shall have the rights of an economic interest holder only, and shall not become a substituted Member without the written consent of all remaining Members.

Article VII — Indemnification and Liability

7.1 Limitation of Liability

No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member, except as required by applicable Tennessee law. The Company's debts and obligations are solely the debts and obligations of the Company.

7.2 Indemnification

The Company shall indemnify, defend, and hold harmless each Member and manager from and against any claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the conduct of Company business, provided that: (a) the Member or manager acted in good faith and in a manner reasonably believed to be in the best interests of the Company; and (b) the conduct did not constitute fraud, gross negligence, or willful misconduct.

7.3 Insurance

The Company shall maintain such insurance coverage as the Member(s) deem appropriate, including general liability insurance, professional liability (errors and omissions) insurance, and such other coverage as may be required by contract or applicable law.

Article VIII — Books, Records, and Accounting

8.1 Books and Records

The Company shall maintain complete and accurate books of account and other Company records at its principal office. Each Member shall have the right to inspect and copy such records upon reasonable notice during normal business hours.

8.2 Fiscal Year

The Company's fiscal year shall end on December 31 of each year, unless changed by the Member(s) with appropriate tax authority approval.

8.3 Accounting Method

The Company shall use the cash method of accounting for both book and tax purposes, unless the Member(s) determine that another method is more appropriate or required by applicable tax law.

8.4 Tax Treatment

As a single-member LLC, the Company shall be treated as a disregarded entity for federal income tax purposes unless an election is made to be treated as a corporation. The Member shall report the Company's income and expenses on their individual federal income tax return. The Company shall file all required state and local tax returns and pay all applicable taxes.

8.5 Bank Accounts

The Company shall maintain one or more separate bank accounts in the Company's name. Company funds shall not be commingled with the personal funds of any Member. All Company expenses shall be paid from Company accounts.

Article IX — Dissolution and Winding Up

9.1 Events of Dissolution

The Company shall be dissolved upon the occurrence of any of the following: (a) the written consent of all Members to dissolve; (b) the entry of a judicial decree of dissolution; (c) any other event causing dissolution under applicable Tennessee law.

9.2 Winding Up

Upon dissolution, the Member(s) or a court-appointed liquidating trustee shall wind up the Company's affairs by: (a) completing unfinished business; (b) collecting amounts owed to the Company; (c) paying or providing for all Company debts and obligations; (d) distributing remaining assets to Members in accordance with their capital account balances and membership interest percentages.

9.3 Order of Distribution Upon Dissolution

Upon winding up, Company assets shall be distributed in the following order: (1) to creditors, including Members who are creditors, in satisfaction of Company liabilities; (2) to Members in respect of unpaid distributions; (3) to Members in proportion to their capital account balances; (4) to Members in proportion to their membership interest percentages.

9.4 Articles of Dissolution

Upon completion of the winding up process, the Member(s) shall file Articles of Dissolution with the Tennessee Secretary of State and take all other actions required to terminate the Company's legal existence.

Article X — General Provisions

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in Hamilton County, Tennessee.

10.2 Dispute Resolution

The parties shall attempt to resolve any dispute arising under this Agreement through good-faith negotiation. If negotiation fails, the parties agree to submit the dispute to non-binding mediation before initiating litigation. The costs of mediation shall be shared equally by the parties.

10.3 Amendments

This Agreement may be amended only by a written instrument signed by all Members. No oral modification of this Agreement shall be effective. Amendments shall be effective upon execution and shall be attached to and made a part of this Agreement.

10.4 Entire Agreement

This Agreement, together with the Articles of Organization, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

10.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

10.6 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing. No waiver shall be deemed a continuing waiver or a waiver of any other provision. Failure to enforce any provision shall not constitute a waiver of the right to enforce such provision in the future.

10.7 Counterparts

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. Electronic signatures shall be deemed valid and binding.

10.8 Notices

All notices required or permitted under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) certified mail, return receipt requested; (c) overnight courier; or (d) email with confirmation of receipt. Notices shall be sent to the addresses set forth in the Company's records.

10.9 Headings

Section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

Signature

IN WITNESS WHEREOF, the undersigned Member has executed this Operating Agreement as of the date first written above.

Member / Manager

Full Legal Name

Bruce Cantrelle

Title

Owner / Managing Member

Company

Security Insight Consultants, LLC

Membership Interest

100%

Signature

Date: ___________________