Aengus and Sullivan, LLC Operating Agreement Narrative

Aengus and Sullivan, LLC Operating Agreement

A Delaware Limited Liability Company - Narrative Format

Effective Date: [_______], 2026

FOUNDATIONAL STRUCTURE AND PURPOSE

Aengus and Sullivan, LLC stands as a Delaware limited liability company specifically designed to hold, manage, and operate valuable real property located in Ojochal, Costa Rica, while providing comprehensive protection against family litigation and marital dissolution proceedings. The Company was strategically formed under Delaware's business-friendly laws with its Certificate of Formation filed with the Delaware Secretary of State, establishing a legal entity that cannot be "busted" or dissolved through any divorce or family court proceeding. David Wright serves as the controlling member with 98% economic interest and 100% voting control, while Kelly Lynn Wright holds a 2% economic interest with special property usage rights and unique spring provisions that activate upon admission of outside investors. The structure deliberately concentrates control in David Wright while providing specific protections for other family members and designated beneficiaries. All members expressly acknowledge and agree that divorces, separations, or family disputes will not and cannot dissolve this LLC under any circumstances. The Company's formation represents a sophisticated estate planning and asset protection vehicle designed to preserve family wealth across generations while maintaining operational flexibility. This Agreement serves as the definitive governing document that supersedes all other agreements and creates binding obligations that survive changes in family relationships.

The Company's primary purpose centers on the ownership and management of approximately seven acres of oceanfront property in Costa Rica, complete with beach access rights and residential improvements, which was previously held in the David M Wright Irrevocable Trust and distributed to David Wright thirteen years ago. Beyond this core asset, the Company possesses broad investment powers enabling it to acquire real estate worldwide, invest in precious metals, maintain global banking relationships, purchase securities and derivatives, acquire interests in other business entities, and engage in cryptocurrency and blockchain investments. The Costa Rica Property remains completely protected from claims by any future investors, with an absolute carve-out provision ensuring that regardless of capital raised or new members admitted, the original property allocation remains solely among founding members and designated beneficiaries. The Company operates with perpetual existence unless dissolved in accordance with specific provisions, and maintains bankruptcy-remote characteristics through special purpose entity structuring and independent manager requirements. This dual focus on asset holding and investment flexibility creates a robust platform for wealth preservation and growth while maintaining ironclad protections against family litigation and creditor claims.

MEMBERSHIP STRUCTURE AND ECONOMIC RIGHTS

David Wright's Class A Units represent the controlling stake in the Company, carrying 98% of all economic benefits and 100% of voting authority, with complete protection from any spousal claims or marital court interference. His membership interest includes absolute forfeiture rights over unvested Class B Units, unilateral drag-along rights that can force all other members to sell their interests, and exclusive management authority over all Company operations and investments. The Class A Units remain fully vested and non-forfeitable, providing David Wright with permanent control and economic dominance regardless of future family changes or relationship dynamics. These units carry special protective features including immunity from charging orders beyond the statutory minimums and complete insulation from any claims by current or future spouses. The economic allocation ensures that David Wright receives 98% of all profits, losses, and distributions while maintaining decision-making authority over timing and amounts of such distributions. His Class A Units also include the exclusive right to determine Company strategy, approve major transactions, admit new members, and control all aspects of the Costa Rica Property usage and development. The concentrated ownership structure intentionally creates a clear hierarchy that prevents family disputes from affecting Company operations or strategic direction.

Kelly Lynn Wright's Class S Units provide a unique combination of economic participation and special rights designed to protect her interests while maintaining David Wright's control over Company operations. Her 2% economic interest includes full vesting with protection against forfeiture, though subject to the comprehensive 89% valuation discount framework that applies to all minority interests in the Company. The Class S Units carry special spring provisions that activate upon admission of any outside investor, converting her zero voting rights to full 2% voting participation and triggering anti-dilution protections that prevent her economic interest from being reduced by new capital raising activities. Her membership includes valuable Property Usage Rights to the Costa Rica Property with second-priority scheduling privileges, allowing her to use the oceanfront property for personal vacations and family gatherings subject only to David Wright's superior scheduling rights. The Class S Units remain completely protected from any claims by her current or future spouses, ensuring that marital dissolution proceedings cannot affect her Company membership or diminish her economic benefits. These rights create a balanced structure that provides Kelly Lynn Wright with meaningful economic participation while preserving David Wright's ultimate control over Company direction and major decisions.

The reserved Class B Units for Aengus Orange Wright and Sullivan Walken Wright represent contingent membership interests that remain completely unvested until each son reaches age 29, subject to David Wright's absolute forfeiture rights exercisable at any time for any reason or no reason. These potential interests carry no voting rights, no distribution rights, and no management participation until and unless they vest upon the holders' 29th birthdays, creating a long-term incentive structure that encourages positive family relationships and personal responsibility. The forfeiture provisions operate under Delaware's employee choice doctrine as established in recent Delaware Supreme Court decisions, providing David Wright with unilateral and unreviewable authority to eliminate these interests without advance notice, opportunity to cure, or compensation obligations. Even if the Class B Units vest at age 29, they remain subject to the same 89% valuation discount that applies to all minority interests, ensuring that these holdings cannot be used to challenge David Wright's control or extract disproportionate value through litigation threats. The contingent nature of these interests means that neither Aengus nor Sullivan has any current economic rights, management authority, or standing to challenge Company decisions until and unless their interests actually vest through reaching age 29 without forfeiture. This structure creates powerful incentives for positive family behavior while preserving David Wright's complete flexibility to reward or eliminate these interests based on his sole discretion and assessment of each son's worthiness of Company participation.

COSTA RICA PROPERTY RIGHTS AND USAGE FRAMEWORK

The Costa Rica Property represents the crown jewel of the Company's assets, consisting of approximately seven acres of oceanfront land in Ojochal, Puntarenas Province, complete with beach access rights and a residential structure that provides the foundation for a sophisticated property usage rights system. This valuable real estate was originally held in the David M Wright Irrevocable Trust A and B before being distributed to David Wright thirteen years ago pursuant to trust provisions, bringing approximately $1,750,000 in built-in capital gains that will be specially allocated to David Wright under IRC Section 704(c) upon any future taxable disposition. The property has appreciated significantly from its original trust distribution value of $250,000 to a current estimated value of $2,000,000, representing substantial wealth creation that remains completely protected from claims by future investors or family litigation. The Company maintains fee simple title with no liens or encumbrances, providing clear ownership that cannot be challenged or diminished through any external claims or family disputes. The property serves dual purposes as both a valuable investment asset and a family retreat that provides personal enjoyment benefits to authorized users while generating potential rental income and long-term appreciation. The strategic location in Costa Rica offers not only natural beauty and privacy but also potential tax advantages and asset protection benefits that enhance the overall value proposition. This asset represents the core around which all other Company activities revolve, with specific provisions ensuring its permanent protection from dilution or outside claims.

The property usage rights system establishes a clear hierarchy that balances family access with operational control, ensuring that personal use doesn't interfere with potential income generation or property management requirements. David Wright maintains absolute first-priority scheduling privileges, allowing him to override any previously scheduled usage by other authorized users without advance notice requirements, reflecting his controlling economic interest and management authority over the asset. Kelly Lynn Wright enjoys second-priority usage rights that supersede all other family members except David Wright, with the authority to override third-position users with 48-hour notice, providing her with meaningful access that supports her economic participation in the Company. Aengus Orange Wright, Sullivan Walken Wright, and designated beneficiary Laura Belscher share equal third-priority access rights among themselves, with conflicts resolved on a first-come, first-served basis and all usage subject to deferral for higher-priority users. Each authorized user may bring approved guests according to specific limitations: David Wright enjoys unlimited guest privileges, Kelly Lynn Wright may bring one or two approved guests with proper registration, and all others are limited to one approved guest each with advance registration requirements. The usage rights remain completely non-transferable and cannot be assigned to spouses, attached by creditors, or affected by any marital proceedings, ensuring that these valuable benefits remain within the intended family structure. Violation of usage protocols triggers escalating consequences including warnings, temporary suspensions, and potential permanent termination of access rights, maintaining order and respect for the shared family asset.

CAPITAL STRUCTURE AND FINANCIAL FRAMEWORK

David Wright's initial capital contribution establishes the Company's financial foundation through the transfer of the Costa Rica Property and related intellectual property assets, including the valuable Fourester.com web property that represents significant intangible value and business potential. The Costa Rica Property contribution carries substantial built-in appreciation of approximately $1,750,000 above its original trust distribution basis, creating immediate economic value that will be specially allocated to David Wright under Section 704(c) tax provisions upon any future sale or disposition. This contribution structure ensures that David Wright receives full credit for the property's appreciation that occurred before Company formation, protecting his economic interests while enabling the Company to benefit from future growth and development potential. The Company maintains separate capital accounts in accordance with Treasury Regulations to properly track each member's economic contributions and entitlements, ensuring accurate allocation of profits, losses, and distributions according to the specified percentage interests. Additional capital contributions remain voluntary unless specifically approved by the Manager, preventing any member from being forced to contribute additional funds while preserving David Wright's exclusive authority over capital raising decisions. The capital structure supports both current operations and future expansion while maintaining the protective features that prevent outside interference or unwanted dilution of control. This foundation provides the financial stability necessary for long-term wealth preservation and growth while supporting the family's lifestyle and investment objectives.

The Company's investment powers extend far beyond real estate ownership to encompass a comprehensive range of asset classes and business opportunities that provide diversification and growth potential for the family's wealth. Management authority includes investing in Fourester.com through various business relationships, acquiring and developing real estate properties worldwide, purchasing and storing precious metals in any form, maintaining banking and brokerage accounts globally, and investing in securities, derivatives, commodities, and financial instruments across all major markets. The Company may acquire interests in other business entities including LLCs, partnerships, C corporations, and S corporations, enabling participation in promising business opportunities while maintaining asset protection benefits through the Company structure. Cryptocurrency and digital asset investments are specifically authorized, recognizing the growing importance of blockchain technologies and alternative currencies in modern portfolio management. Foreign exchange trading and international investments provide geographic diversification and currency hedging opportunities that enhance overall portfolio stability and growth potential. These broad investment powers enable the Company to adapt to changing market conditions and capitalize on emerging opportunities while maintaining the core protective features that shield assets from family litigation and creditor claims. The investment authority operates under Delaware law's business judgment rule, providing management with significant discretion while eliminating traditional fiduciary duty constraints that might limit investment flexibility or risk-taking ability.

VESTING AND FORFEITURE PROVISIONS

The vesting structure creates a sophisticated incentive system that rewards long-term family stability while providing David Wright with ultimate control over family wealth distribution through comprehensive forfeiture rights. David Wright's Class A Units remain 100% vested and completely non-forfeitable, ensuring that his controlling interest cannot be diminished or challenged regardless of future family dynamics or relationship changes. Kelly Lynn Wright's Class S Units similarly enjoy full vesting with protection against forfeiture, though subject to minimum guaranteed rights provisions that prevent complete elimination while allowing for potential modification of specific benefits or usage rights. The vested status of these interests provides stability and predictability for current operations while protecting established economic relationships within the family structure. This foundation of vested interests ensures continuity of ownership and management while creating clear distinctions between established rights and contingent future benefits. The vesting framework operates independently of any marital relationships or family dynamics, providing protection against attempts to use personal relationships as leverage in business decisions. The structure recognizes that family businesses require both stability for current participants and flexibility for future wealth transfer decisions.

Aengus Orange Wright and Sullivan Walken Wright face a completely different reality with their Class B Units remaining entirely unvested until each reaches age 29, creating a long-term incentive structure that encourages positive behavior and personal development over more than a decade. The extended vesting period ensures that these potential interests cannot be used as leverage in family disputes or as assets in any marital proceedings, since unvested interests have no current economic value and remain subject to complete elimination at David Wright's sole discretion. The age 29 vesting milestone was deliberately chosen to extend beyond typical college and early career phases, ensuring that both sons have ample opportunity to demonstrate their worthiness of family wealth participation through personal achievement and positive family relationships. Even upon reaching age 29, any vested Class B Units remain subject to the comprehensive 89% valuation discount that applies to all minority interests, preventing these holdings from becoming vehicles for challenging David Wright's control or extracting disproportionate value through litigation threats. The vesting structure creates powerful incentives for education, career development, and family harmony while preserving ultimate flexibility for wealth distribution decisions based on merit and family contribution. This approach balances family wealth transfer objectives with protection against entitlement attitudes and family conflict that could damage both relationships and business operations.

David Wright's absolute forfeiture rights over Class B Units represent one of the most powerful protective features in the Agreement, providing unilateral authority to eliminate unvested interests for any reason or no reason without advance notice, opportunity to cure, or compensation obligations. These forfeiture powers operate under Delaware's employee choice doctrine as established in recent Delaware Supreme Court decisions including Cantor Fitzgerald, L.P. v. Ainslie and LKQ Corporation v. Rutledge, which provide legal precedent supporting unreviewable forfeiture authority over unvested equity interests. The forfeiture provisions are specifically designed to be non-discretionary and immune from reasonableness review or unconscionability challenges, ensuring that family members cannot use litigation to second-guess David Wright's decisions or extract value through legal pressure. Anti-collusion provisions automatically trigger forfeiture for any member who assists others in challenging these provisions, creating additional protection against coordinated family attacks on the Agreement's protective features. The forfeiture authority extends beyond typical business considerations to include personal behavior, family relationships, and any actions that David Wright determines are inconsistent with family values or Company interests. These provisions create a powerful deterrent against family conflict while providing David Wright with the ultimate authority to determine who participates in family wealth based on his assessment of worthiness and contribution. The legal framework supporting these provisions ensures enforceability while preventing family members from using courts to override business judgment or family relationship decisions.

DIVORCE AND FAMILY LITIGATION PROTECTION

The Agreement establishes comprehensive divorce-proof provisions that create multiple layers of protection against marital dissolution proceedings and family litigation, ensuring that the Company remains immune from the financial and operational disruption typically associated with family disputes. The charging order limitation under Delaware Code Section 18-703 restricts spousal claims to charging orders that carry no voting rights, no management authority, and no distribution rights while outstanding, effectively making such remedies economically meaningless for challenging spouses. Company assets are definitively classified as non-marital property that cannot be subject to equitable distribution, used for spousal support calculations, attached for marital debts, or compelled for distribution through any family court proceeding. The Agreement supersedes any marital agreements and takes precedence over community property laws, providing absolute clarity that family dissolution cannot affect Company structure or operations. Future spouse protection provisions require prenuptial agreements acknowledging no Company rights, with automatic reduction of David Wright's testamentary power by 50% if he marries without such protection. These comprehensive provisions create a legal fortress around Company assets that prevents family relationship changes from affecting business operations or wealth preservation objectives. The multi-layered approach ensures that even determined family litigation cannot penetrate the protective barriers or force unwanted changes to Company structure or asset allocation.

The family litigation firewall creates sophisticated procedural barriers that discourage frivolous challenges while providing fair opportunities for legitimate grievances through controlled and cost-effective dispute resolution mechanisms. Any family member contemplating legal action must observe a mandatory 90-day cooling period after written notice of intent to sue, providing time for emotions to settle and rational consideration of the economic realities of challenging the Agreement's protective provisions. Mandatory mediation at the potential challenger's expense with a mediator selected by David Wright ensures that disputes receive professional attention while maintaining control over the process and preventing forum shopping or inflammatory public proceedings. The no-contest clause creates severe consequences for unsuccessful challenges, including automatic forfeiture of all interests, repayment of prior distributions, and responsibility for all parties' attorney fees, making the economics of challenge extremely unfavorable for rational actors. Anti-collusion provisions eliminate any member who assists others in challenging the Agreement, preventing coordinated family attacks that might otherwise overcome individual deterrents. Social media and public statement clauses prevent external communications from being used to interpret Agreement terms while imposing forfeitures for negative public content about the Company or other members. Anti-forum shopping provisions establish exclusive Delaware Chancery Court jurisdiction with penalties for members initiating proceedings elsewhere, preventing attempts to find more favorable courts or judges. These coordinated protections create a comprehensive deterrent system that makes family litigation economically irrational while preserving legitimate rights and remedies for actual breaches or misconduct.

VALUATION DISCOUNTS AND ECONOMIC REALITY

The Agreement establishes a sophisticated valuation discount framework that reflects the actual economic disadvantages of minority ownership in this specific LLC structure while creating powerful litigation deterrents through "negative net present value" dynamics. Nine sequential discounts apply to all minority interests: 35% for lack of control over management and distributions, 30% for lack of marketability due to transfer restrictions and absence of public markets, 20% for lack of voting rights, 15% for absolute transfer restrictions, 15% for drag-along vulnerability to forced sales, 20% for key person dependency on David Wright, 10% for asset concentration and lack of diversification, 15% for litigation overhang and potential fee-shifting, and 30% for contingent forfeiture risk affecting unvested interests. These discounts apply sequentially rather than additively, resulting in minority interests being valued at approximately 11% of their pro-rata enterprise value, representing an 89% total discount that reflects genuine economic disadvantages rather than punitive provisions. Professional appraiser requirements mandate ASA designation, minimum 10 years LLC valuation experience, and mandatory application of all listed discounts along with legal cost consumption analysis that demonstrates the economic irrationality of challenging valuations. The discount framework creates judicial notice provisions acknowledging that rational economic actors would not litigate disputes where legal costs exceed any possible recovery, establishing these provisions as economically-based rather than legally-punitive. Anti-challenge provisions impose additional 10% punitive discounts for unsuccessful valuation challenges, fee-shifting at three times actual costs, and requirements to post $100,000 bonds before initiating challenges. This comprehensive framework ensures that minority interests have genuine economic value for family wealth transfer purposes while preventing their use as litigation leverage against Company operations or management decisions.

The economic reality acknowledgment provisions ensure that all members understand and accept the practical implications of the valuation discount framework, creating informed consent that prevents future claims of surprise or unfairness. Members explicitly acknowledge that the stacked discounts create "litigation-proof valuations" where the cost to challenge exceeds any possible recovery, establishing negative net present value dynamics that make legal challenges economically irrational for any reasonable person. The provisions recognize that a rational economic actor would accept discounted valuations rather than incur legal costs exceeding the entire disputed amount, creating practical consent through economic logic rather than legal compulsion. True economic value of minority interests, after considering legal costs, approaches zero for challenge purposes while retaining meaningful value for family wealth transfer and estate planning objectives. The discounts reflect actual economic disadvantages of minority ownership in this specific LLC structure rather than punitive provisions, ensuring enforceability while achieving protective objectives through market-based valuation principles. Legal cost consumption analysis demonstrates that minimum retainers of $25,000, estimated total costs of $50,000-200,000, and security requirements of $100,000 exceed the discounted value of minority interests, creating mathematical proof of negative litigation economics. This framework provides bulletproof protection against valuation challenges while ensuring that family wealth transfer objectives remain achievable through realistic economic assessments of minority interest values. The combination of genuine economic discounts and comprehensive legal cost analysis creates an unassailable defense against attempts to use litigation as leverage for extracting disproportionate value from Company assets or operations.

SUCCESSION PLANNING AND BENEFICIARY STRUCTURE

The succession planning framework establishes clear distribution mechanisms upon David Wright's death while maintaining protective features and family wealth transfer objectives through carefully structured beneficiary provisions. If both Aengus Orange Wright and Sullivan Walken Wright have reached age 21 at the time of David Wright's death, his controlling interest divides equally between Laura Belscher (receiving 50% representing 49% of total LLC value) and his biological children as verified through DNA testing (receiving the remaining 50% representing 49% of total LLC value). This age-based distribution structure ensures that beneficiaries have sufficient maturity to handle significant wealth transfers while providing clear mechanical rules that prevent disputes over inheritance rights or distribution timing. DNA testing requirements mandate 99.9% certainty from accredited laboratories with proper chain of custody documentation, while refusal to submit to testing constitutes automatic waiver of inheritance rights, ensuring accurate determination of biological relationships without creating ongoing uncertainty or potential for fraudulent claims. Posthumous conception limitations restrict inheritance to children conceived before David Wright's death and born within 10 months thereafter, preventing manipulation of inheritance rights through artificial reproductive technologies or claims by children conceived after death through stored genetic material. The distribution framework transfers economic and voting rights while explicitly reserving questions about management authority and forfeiture powers for separate determination, ensuring continuity of beneficial ownership while preserving flexibility for operational control decisions. Relationship documentation clarifies that Laura Belscher is acknowledged as a former spouse rather than current spouse or common-law wife, with any claim to current spousal status resulting in complete forfeiture of inheritance rights, protecting against potential relationship manipulation or status claims designed to enhance inheritance positions.

The alternate succession structure for scenarios where either son remains under age 21 provides flexibility for adjusting distribution mechanisms based on family circumstances while preserving the core protective features and wealth transfer objectives. Reserved determination of alternate provisions allows for adjustment based on specific family situations, educational needs, or other factors that may emerge over time while maintaining the essential framework that protects Company assets from external claims or family litigation. The succession planning integrates with existing vesting and forfeiture provisions to ensure continuity of protective features across generational transfers while providing meaningful wealth transfer benefits for qualifying family members. Biological children verification through DNA testing creates clear bright-line rules that prevent disputes over inheritance rights while protecting against fraudulent claims that might otherwise complicate estate administration or create ongoing family conflict. The framework recognizes that family dynamics and circumstances may change over the extended time period before succession occurs, providing sufficient flexibility to accommodate such changes while maintaining core protective principles and wealth transfer objectives. Posthumous conception cutoffs prevent manipulation of inheritance timing or artificial expansion of the beneficiary class through reproductive technologies, ensuring that inheritance rights relate to genuine family relationships existing at the time of death rather than artificially created relationships designed to capture additional inheritance benefits. The succession structure balances meaningful wealth transfer with continued asset protection, ensuring that family wealth remains within the intended beneficiary class while maintaining protections against external claims, family litigation, or relationship manipulation that might otherwise compromise the wealth preservation objectives achieved through the LLC structure.

OUTSIDE INVESTOR PROVISIONS AND CAPITAL RAISING

The Company's capital raising authority provides broad flexibility for admitting outside investors while maintaining absolute protection for the Costa Rica Property and preserving the essential family control and benefit structure. Outside investors receive pari passu rights with David Wright's Class A Units for all matters except Costa Rica Property, including pro rata economic participation in non-Costa Rica assets, proportionate voting rights on general business matters, equal treatment in distributions from business operations, and equal protection in liquidation proceedings involving business assets rather than the protected property. This structure enables the Company to raise capital for business expansion, diversification, or other investment opportunities while ensuring that new investors cannot dilute the family's exclusive control and benefit from the core Costa Rica Property asset. Kelly Lynn Wright's spring provisions activate automatically upon admission of any outside investor, converting her Class S Units to enhanced status with non-dilutable 2% interest, full 2% voting rights, and anti-dilution protection that prevents her economic participation from being reduced by new capital raising activities. The spring mechanism ensures that Kelly Lynn Wright's position strengthens rather than weakens when outside capital enters the Company, providing her with meaningful voice in business operations while maintaining the family's collective control over strategic direction. Conflict resolution procedures bifurcate decisions between Costa Rica Property matters (exclusively controlled by original family members) and general business matters (subject to proportionate voting including outside investors), ensuring clear separation between protected family assets and general business operations. This dual-track approach enables sophisticated capital raising while maintaining the fundamental protective features that preserve family wealth and control over core assets.

The Costa Rica Property carve-out represents the most critical protective feature for outside investor relationships, ensuring that regardless of capital raised or new investor rights granted, the original family property remains completely excluded from all outside claims or participation. New investors explicitly understand and acknowledge that they have no claims whatsoever on the Costa Rica Property, including no personal use rights, no access to the residential structure, no beach access privileges, no Property Usage Rights of any kind, and no claims to property value or appreciation over time. The carve-out extends to all related improvements, development rights, and future appreciation, ensuring that the family's oceanfront retreat remains exclusively available to original members and designated beneficiaries regardless of business expansion or capital raising activities. This absolute exclusion applies even if outside investors contribute substantial capital that exceeds the Costa Rica Property's value, maintaining the principle that this family asset remains sacred and protected from any business or investment considerations. The carve-out provisions are specifically described as absolute and non-negotiable, creating legal certainty that prevents future disputes or attempts to modify these protections through investor pressure or business necessity arguments. Legal structure ensures that even in liquidation scenarios, the Costa Rica Property distributes exclusively to original family members and beneficiaries before any consideration of outside investor claims, maintaining family control even in extreme business circumstances. This comprehensive protection enables the Company to pursue business opportunities and raise capital while preserving the family retreat as an inviolate asset that provides both economic value and personal enjoyment benefits exclusively to the intended family structure, ensuring that business success or failure cannot compromise the family's long-term wealth preservation and lifestyle objectives achieved through ownership of this unique and valuable coastal property.

SIGNATURE PROVISIONS AND ANNUAL RATIFICATION

The signature requirements establish binding commitments from all current and future members while creating ongoing consent mechanisms that prevent claims of misunderstanding or coercion over time. David Wright and Kelly Lynn Wright execute as current members with full understanding of their respective rights and obligations, while Aengus Orange Wright and Sullivan Walken Wright acknowledge their contingent rights subject to forfeiture even though their Class B Units remain unvested until age 29. Spousal acknowledgment provisions require current and future spouses to confirm they have read and understood the Agreement, explicitly acknowledge they have no rights in the Company, and agree that marital proceedings cannot affect Company operations or asset allocation. The Independent Protector acknowledgment creates accountability for the neutral party responsible for vetoing amendments that eliminate vested rights and defending the Agreement against family attacks while remaining independent from family dynamics and business interests. These signature requirements create comprehensive consent that covers all affected parties while establishing clear boundaries for spousal involvement and neutral oversight of Agreement enforcement. The execution process ensures that no party can later claim lack of understanding or absence of meaningful consent to the Agreement's comprehensive protective features and family wealth allocation structure.

The annual ratification mechanism provides ongoing consent that prevents claims of changed circumstances or evolving family dynamics from undermining Agreement enforceability while creating regular opportunities for members to reaffirm their commitment to the family wealth preservation structure. Each adult member must annually execute ratification documents confirming understanding of all Agreement terms, waiving any known claims against the Company or other members, acknowledging the 89% valuation discount framework and its economic implications, and agreeing to all protective provisions including forfeiture rights and family litigation firewalls. Failure to ratify triggers escalating consequences including 5% interest forfeiture for single-year failures and complete forfeiture for two consecutive years of non-ratification, ensuring that participation in Company benefits requires active and ongoing consent to all Agreement terms. The ratification process includes confirmation of understanding specific provisions such as valuation discounts, forfeiture rights, transfer restrictions, and litigation cost allocation, preventing members from later claiming surprise or unfairness regarding provisions they actively confirmed understanding on an annual basis. This mechanism creates a paper trail of ongoing consent that defeats unconscionability challenges while providing regular opportunities for members to understand and accept the Agreement's protective features as they mature and gain life experience. The annual process serves dual purposes of education and consent, ensuring that younger members develop full understanding of the Agreement's implications as they approach vesting ages while creating legal evidence of informed and voluntary participation in the family wealth structure.

ENFORCEMENT AND PROTECTIVE MECHANISMS

The Agreement's enforcement mechanisms create multiple overlapping protections that ensure family litigation cannot compromise Company operations while providing legitimate remedies for actual breaches of specific Agreement terms. Escalating fee-shifting provisions impose increasing financial consequences for serial litigation attempts: unsuccessful challengers pay two times actual attorney fees for first failed challenges, three times for second failures, and five times for third attempts, while each unsuccessful challenge triggers automatic 10% forfeiture of the challenger's interest regardless of the litigation's merit or good faith basis. These provisions create exponentially increasing costs for repeated challenges while preserving access to courts for legitimate grievances involving actual breaches of express Agreement terms, unpaid mandatory tax distributions, or criminal acts by management. The fee-shifting structure exempts legitimate claims from enhanced penalties while imposing severe consequences for attacks on core protective provisions such as valuation discounts, forfeiture rights, or fundamental Agreement structure. Independent Protector provisions create neutral oversight with limited authority to veto amendments eliminating vested rights, enforce Agreement terms against any member including David Wright, defend the Agreement against family attacks, and remove Disability Successor Managers for cause while lacking power to increase economic interests, decrease David Wright's control, accelerate vesting, or override forfeiture decisions. This balanced oversight ensures accountability without compromising the fundamental control and protective features that make the Agreement effective for family wealth preservation and business operations.

The minimum guaranteed rights framework provides essential stability for vested members while maintaining David Wright's broad amendment authority and protective mechanisms for future family wealth allocation. Kelly Lynn Wright's 2% economic interest cannot be eliminated even through David Wright's amendment powers, though it remains subject to the comprehensive 89% valuation discount that applies to all minority interests for transfer, buyout, or litigation purposes. Property Usage Rights for authorized users remain protected against elimination while subject to the established priority hierarchy and violation consequences that maintain order and respect for the shared family asset. Disability Successor provisions continue in effect regardless of other Agreement changes, ensuring continuity of management and protection against court-appointed guardianships that might otherwise compromise the Agreement's protective features and family control objectives. These guaranteed minimums create essential stability for family relationships while preserving the flexibility necessary for effective wealth management and protection against family litigation or external challenges. The framework acknowledges that some basic protections must remain inviolate to maintain family trust and Agreement legitimacy while ensuring that these minimums cannot be leveraged to challenge broader protective provisions or extract disproportionate value through litigation threats. Anti-expectation provisions clarify that no family member has enforceable expectations beyond these specific minimums, preventing claims of detrimental reliance or implied promises that might otherwise create legal obligations inconsistent with the Agreement's protective structure and family wealth allocation objectives.