Tony Brands LLC Operating Agreement

Tony Brands LLC Operating Agreement created on March 24, 2025

Tony Brands LLC Operating Agreement (the "Agreement") is made and entered into as of current date, by and among the undersigned Members (collectively referred to as the "Members") of Tony Brands, a limited liability company, organized and existing under the laws of the State of North Carolina.

ARTICLE I: FORMATION AND PURPOSE

1.1 Formation. The Members have formed a limited liability company under the laws of the State of North Carolina by filing Articles of Organization with the appropriate state authority.

1.2 Purpose. The purpose of Tony Brands LLC is to engage in any lawful business activity for which a limited liability entity like Tony Brands LLC may be organized under the laws of the State of North Carolina.

ARTICLE II: MANAGEMENT AND DECISION-MAKING

2.1 Management Structure. Tony Brands LLC shall be managed by the Financial Manager of Tony Brands, who shall have full authority and control over the operations and financial decisions of the Tony Brands LLC.

2.2 Authority Over Financial Matters. The Financial Manager of Tony Brands shall have the authority to: a. Open, manage, and close bank accounts in the name of Tony Brands LLC; b. Make expenditures, incur debts, and enter into financial agreements on behalf of Tony Brands LLC; c. Allocate and distribute profits and losses among Members in accordance with this Agreement; d. Approve loans, credit lines, and other financial obligations for Tony Brands; e. Determine reinvestment strategies and financial planning for Tony Brands LLC; f. Authorize payment of salaries, distributions, and other financial transactions related to Tony Brands LLC’s operations.

ARTICLE III: CAPITAL INVESTEMENT CONTRIBUTIONS AND DISTRIBUTIONS

3.1 Initial Contributions. Each Member shall contribute the agreed-upon capital investment to Tony Brands LLC.

3.2 Additional Contributions. No Member shall be required to make additional contributions without the consent of all Members.

3.3 Distributions. The Financial Manager shall determine the timing and amount of distributions, subject to the financial health of Tony Brands LLC and applicable legal restrictions.

ARTICLE IV: BOOKS, RECORDS, AND BANK ACCOUNTS

4.1 Accounting and Records. Tony Brands LLC shall maintain accurate financial records and books of account.

4.2 Bank Accounts. All funds shall be deposited in a separate bank account in Tony Brands LLC’s name. The financial manager shall have full control over such accounts.

4.3 Fiscal Year. The fiscal year of Tony Brands LLC shall be the calendar year unless otherwise determined by the financial manager of Tony Brands.

ARTICLE V: LIABILITY AND INDEMNIFICATION

5.1 Limited Liability. Members shall not be personally liable for the debts or obligations of Tony Brands LLC beyond their capital contributions.

5.2 Indemnification. Tony Brands LLC shall indemnify its Members and managing party against any claims, liabilities, or expenses incurred in the course of Tony Brands LLC business, except in cases of fraud or gross misconduct.

ARTICLE VI: DISSOLUTION AND WINDING UP

6.1 Dissolution. Tony Brands LLC shall be dissolved upon the occurrence of any of the following events: a. Members vote of unanimous to dissolve; b. The death, bankruptcy, or withdrawal of a Member, unless the remaining Members agree to continue the business; c. Any event that makes it unlawful for Tony Brands to continue.

6.2 Winding Up. Upon dissolution, Tony Brands LLC shall liquidate the assets, pay company debts, and distribute any remaining assets to Members according to their ownership percentages.

ARTICLE VII: AMENDMENTS

7.1 Amendments. This agreement may be amended only by a written instrument signed by all Members.

ARTICLE VIII: MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina.

8.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and supersedes all prior discussions and agreements.

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first written above.