LLC Formation Kit  /  Kyle Rosebrook

ILLINOIS ARTICLES OF ORGANIZATION, LLC-5.5 STATE OF ILLINOIS SECRETARY OF STATE, DEPARTMENT OF BUSINESS SERVICES LIMITED LIABILITY COMPANY ACT, 805 ILCS 180/ ARTICLES OF ORGANIZATION ARTICLE 1, NAME FlashFusion LLC ARTICLE 2, PRINCIPAL PLACE OF BUSINESS Street Address: [YOUR STREET ADDRESS] City, State, ZIP: Grayslake, IL [ZIP CODE] ARTICLE 3, REGISTERED AGENT AND REGISTERED OFFICE Name of Registered Agent: Kyle Rosebrook Address of Registered Office: [YOUR STREET ADDRESS] City, State, ZIP: Grayslake, IL [ZIP CODE] ARTICLE 4, PURPOSE The purpose of the limited liability company is to engage in any lawful purpose or activity for which a limited liability company may be organized under the Illinois Limited Liability Company Act (805 ILCS 180/). ARTICLE 5, MANAGEMENT The limited liability company is to be managed by: its members Name and address of each manager or member: Name: Kyle Rosebrook Address: [YOUR STREET ADDRESS], Grayslake, IL [ZIP CODE] ARTICLE 6, DURATION The duration of the limited liability company shall be: Perpetual ARTICLE 7, ORGANIZER SIGNATURE I, the undersigned, being the organizer of the above LLC, sign and submit these articles of organization. Name: Kyle Rosebrook Date: _____________, 2026 Signature: ___________________________________ Filed with: Illinois Secretary of State, Business Services Filing Fee: $150.00

SINGLE-MEMBER LLC OPERATING AGREEMENT, ILLINOIS OPERATING AGREEMENT OF FLASHFUSION LLC This Operating Agreement ("Agreement") is entered into as of _______________, 2026, by Kyle Rosebrook ("Member"), the sole member of FlashFusion LLC, an Illinois limited liability company ("Company"). ──────────────────────────────────────────────── ARTICLE I, FORMATION AND NAME ──────────────────────────────────────────────── 1.1 Formation. The Company has been organized as an Illinois LLC pursuant to the Illinois Limited Liability Company Act, 805 ILCS 180/. 1.2 Name. The Company's name is: FlashFusion LLC 1.3 Principal Office. The principal place of business is: [ADDRESS], Grayslake, IL [ZIP] 1.4 Registered Agent. Kyle Rosebrook, at the address above, shall serve as the registered agent. ──────────────────────────────────────────────── ARTICLE II, PURPOSE AND TERM ──────────────────────────────────────────────── 2.1 Purpose. The Company is organized to provide AI enablement consulting, advisory, and technology services to businesses, and to conduct any lawful business. 2.2 Term. The Company shall continue until dissolved. ──────────────────────────────────────────────── ARTICLE III, CAPITAL AND MEMBERSHIP ──────────────────────────────────────────────── 3.1 Sole Member. Kyle Rosebrook holds 100% of the membership interest in the Company. 3.2 Initial Capital Contribution. $________ contributed on formation date. 3.3 Additional Contributions. The Member may make additional contributions at any time, in the Member's sole discretion. 3.4 Distributions. The Member may withdraw funds or make distributions at any time, provided doing so does not render the Company unable to pay its debts as they come due. ──────────────────────────────────────────────── ARTICLE IV, MANAGEMENT ──────────────────────────────────────────────── 4.1 Member-Managed. The Company shall be managed by its Member. The Member has authority to bind the Company in all matters. 4.2 Officers. The Member may appoint officers as needed. Initially: - Manager/CEO: Kyle Rosebrook 4.3 No Fiduciary Duty of Other Members. There are no other members. ──────────────────────────────────────────────── ARTICLE V, BOOKS, RECORDS, AND TAXES ──────────────────────────────────────────────── 5.1 Books and Records. The Company shall maintain accurate books and records at its principal office. 5.2 Tax Classification. The Company shall be treated as a disregarded entity (sole proprietorship) for federal income tax purposes unless and until the Member elects otherwise. 5.3 Bank Accounts. All Company funds shall be held in a separate Company bank account and shall not be commingled with the Member's personal funds. ──────────────────────────────────────────────── ARTICLE VI, TRANSFER AND ADMISSION ──────────────────────────────────────────────── 6.1 Transfer Restriction. The Member may not transfer any membership interest without amending this Agreement. 6.2 Admission of New Members. New members may only be admitted by written amendment signed by the Member. ──────────────────────────────────────────────── ARTICLE VII, DISSOLUTION ──────────────────────────────────────────────── 7.1 Dissolution Events. The Company shall dissolve upon: (a) a written decision by the Member to dissolve; or (b) entry of a judicial decree of dissolution. 7.2 Winding Up. Upon dissolution, the Member shall wind up the Company's affairs and distribute assets in accordance with Illinois law. ──────────────────────────────────────────────── ARTICLE VIII, MISCELLANEOUS ──────────────────────────────────────────────── 8.1 Governing Law. This Agreement is governed by Illinois law. 8.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties relating to the subject matter. 8.3 Amendment. This Agreement may be amended only by a signed written document. ──────────────────────────────────────────────── IN WITNESS WHEREOF, the undersigned Member has executed this Operating Agreement as of the date first written above. MEMBER: Signature: ___________________________________ Printed Name: Kyle Rosebrook Date: _______________, 2026

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT IP ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement ("Agreement") is entered into as of _______________, 2026, between: Assignor: Kyle Rosebrook, an individual ("Assignor") Assignee: FlashFusion LLC, an Illinois limited liability company ("Company") Assignor is the sole member of the Company. In consideration of the formation of the Company and for other good and valuable consideration, the receipt of which is acknowledged, the parties agree: ──────────────────────────────────────────────── 1. ASSIGNMENT ──────────────────────────────────────────────── Assignor hereby assigns, transfers, and conveys to the Company all right, title, and interest in and to the following intellectual property created by Assignor prior to the date hereof and related to the Company's business ("Assigned IP"): - The FlashFusion brand, name, logo, and all associated marks - The FlashFusion.co domain name and associated subdomains - All software code, applications, and technical implementations created for FlashFusion services and tooling - The AI Setup Audit Scorecard application - All client-facing templates, frameworks, and methodologies - All marketing materials, copy, and content created for FlashFusion - The FlashFusion-Unified GitHub repository and related code - All Figma files, designs, and design systems for FlashFusion The Assigned IP includes all copyrights, trademarks (registered and unregistered), trade secrets, domain rights, and any other intellectual property rights in the foregoing. ──────────────────────────────────────────────── 2. EXCLUDED IP ──────────────────────────────────────────────── This Agreement does not assign: (a) Any IP owned by Assignor's employer or subject to Assignor's employment agreement with any third party; (b) Any personal writings, journals, or memoir-related materials; (c) Any IP expressly listed in Exhibit A as excluded. ──────────────────────────────────────────────── 3. REPRESENTATIONS ──────────────────────────────────────────────── Assignor represents that: (a) Assignor is the sole owner of the Assigned IP and has full authority to assign it; (b) The Assigned IP does not infringe any third-party rights; (c) The Assigned IP is not subject to any lien or encumbrance; (d) Assignor has not previously assigned the Assigned IP. NOTE: Representations (a) and (c) are subject to verification of Assignor's employment agreement. See Employment IP Audit section. ──────────────────────────────────────────────── 4. FURTHER ASSURANCES ──────────────────────────────────────────────── Assignor agrees to execute any additional documents reasonably necessary to perfect the Company's ownership of the Assigned IP. ──────────────────────────────────────────────── 5. GOVERNING LAW ──────────────────────────────────────────────── This Agreement is governed by the laws of the State of Illinois. ──────────────────────────────────────────────── IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ASSIGNOR: Signature: ___________________________________ Printed Name: Kyle Rosebrook Date: _______________, 2026 ASSIGNEE, FlashFusion LLC: By: ___________________________________ Name: Kyle Rosebrook Title: Sole Member / Manager Date: _______________, 2026

BRIEF FOR ATTORNEY, EMPLOYMENT IP REVIEW I am a full-time employee at a managed IT services firm (not named for privacy reasons). I am forming FlashFusion LLC, a B2B AI enablement consultancy. I have no non-compete clause to my knowledge, but I need the exact language verified. Key questions for review: 1. Does my employment agreement contain an IP assignment clause, and if so, what does it cover? 2. Does the clause apply to work done entirely on my own time, using my own equipment, unrelated to my employer's core business? 3. My employer is an MSP (managed IT / service desk). My business is B2B AI enablement consulting. Is there a colorable argument that these are related enough to create an IP claim issue? 4. Do I have any disclosure obligation to my employer about FlashFusion before I begin taking paying clients? 5. Are there any other provisions, non-solicitation, confidentiality, moonlighting, that I need to structure around? 6. Does the Illinois Employee Patent Act (765 ILCS 1060/2) protect any of my pre-formation work from employer claims? Please advise before I execute the IP Assignment Agreement or sign any client contracts under FlashFusion LLC.