AMENDED AND RESTATED OPERATING AGREEMENT OF RURAL HOSPITAL ACQUISITION, L.L.C.

Exhibit 4.2

Execution Version

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

RURAL HOSPITAL ACQUISITION, L.L.C.

Dated as of October 30, 2007

TABLE OF CONTENTS

						Page
ARTICLE I. MATTER							1
		1.1.		Formation			1
		1.2.		Name			1
		1.3.		Agent and Principal Office			1
		1.4.		Term			1
		1.5.		Business			1
ARTICLE II. DEFINITIONS							1
ARTICLE III. UNITS							8
		3.1.		Issuance			8
		3.2.		Rights of the Voting Units			8
		3.3.		Rights of the Non-Voting Units			8
		3.4.		Redemption of Non-Voting Units			8
ARTICLE IV. MEMBERSHIP							9
		4.1.		Members			9
		4.2.		Representations and Warranties			9
		4.3.		Securities Laws			9
		4.4.		Restrictions on Transfers of Company Interests			10
		4.5.		Admission of Substitute Members			10
		4.6.		Rights of Assignees			11
		4.7.		Additional Members			11
		4.8.		Resignation or Withdrawal of a Member			11
		4.9.		Disassociation of a Member			11
		4.10.		Rights of a Disassociated Member			11
		4.11.		No Authority as Agent			12
		4.12.		Interest in Property of the Company			13
		4.13.		Information Rights			13
		4.14.		Voting Rights			13
		4.15.		Member Meetings			13
		4.16.		Adjournment			14
		4.17.		Waiver of Notice; Consent to Meeting			14
		4.18.		Quorum			14
		4.19.		Vote by Proxy			14
		4.20.		Records of Meeting			14
ARTICLE V. CONTRIBUTIONS TO CAPITAL							14
		5.1.		Capital Contributions			14
		5.2.		Additional Capital Contributions; Loan			14
		5.3.		Capital Accounts			15
		5.4.		No Interest			16
		5.5.		No Withdrawal			16

						Page
		5.6.		Legal Tender			16
		5.7.		Prohibition			16
		5.8.		No Partition			16
		5.9.		Redemption			16
ARTICLE VI. MANAGEMENT AND OPERATION OF BUSINESS							16
		6.1.		Generally			16
		6.2.		Removal of Managers and Term			17
		6.3.		Changes in Board Composition			17
		6.4.		Managers			17
		6.5.		Meetings of Managers			20
		6.6.		Additional Matters			21
		6.7.		Limitations on Powers of Members			21
		6.8.		Committees of Managers			21
		6.9.		Officers			22
		6.10.		No Management Fees			22
ARTICLE VII. DISTRIBUTIONS							22
		7.1.		Distributions of Net Proceeds from Profits			22
		7.2.		Priority of Distributions of Net Proceeds from Profits			22
		7.3.		Tax Distributions			22
		7.4.		Restrictions on Distributions			23
		7.5.		Return of Distributions			23
		7.6.		No Other Withdrawals			23
		7.7.		In-Kind Distributions			23
		7.8.		Withholding on Distributions			24
		7.9.		Distributions and Capital Accounts			24
ARTICLE VIII. ALLOCATIONS							24
		8.1.		Percentage Interests			24
		8.2.		Allocation of Profits and Losses			24
		8.3.		Special Allocations			25
		8.4.		Curative Allocations			26
		8.5.		Tax Allocations: Code Section 704(c)			26
		8.6.		Other Allocation Rules			27
		8.7.		Changes in Percentage Interests			27
		8.8.		Treatment of Preferred Return Amount			27
ARTICLE IX. BOOKS, RECORDS, ACCOUNTING, AND REPORTS							28
		9.1.		Accounting			28
		9.2.		Financial Statements			28
		9.3.		Books and Records			28
		9.4.		Delivery to Members and Inspection			29
		9.5.		Reliance on Books and Records			29
		9.6.		Tax Matters Partner			29
		9.7.		Tax Election			30

						Page
ARTICLE X. LIABILITY, EXCULPATION AND INDEMNIFICATION; INSURANCE; COMPETING ACTIVITIES							30
		10.1.		Liability			30
		10.2.		Exculpation			30
		10.3.		Duties and Liabilities of Covered Persons			30
		10.4.		Indemnification			30
		10.5.		Expenses			31
		10.6.		Insurance			31
		10.7.		Competing Activities; Confidential Information			31
		10.8.		Survival			32
ARTICLE XI. DISSOLUTION AND TERMINATION							32
		11.1.		Termination			32
		11.2.		Authority to Wind Up			33
		11.3.		Articles of Dissolution; Winding Up			33
		11.4.		Distribution of Property			33
		11.5.		Capital Account Deficit			33
ARTICLE XII. ADDITIONAL RIGHTS REGARDING THE TRANSFER OF UNITS							33
		12.1.		Rights of First Refusal			33
		12.2.		Transfer Notice			33
		12.3.		Option Period			33
		12.4.		Member Purchase			34
		12.5.		Closing of Purchase			34
		12.6.		Transfer			34
ARTICLE XIII. GENERAL PROVISIONS							35
		13.1.		Notices			35
		13.2.		Captions			35
		13.3.		Usage			35
		13.4.		Further Actions			35
		13.5.		Binding Effect			35
		13.6.		Integration			36
		13.7.		Waiver			36
		13.8.		Counterparts			36
		13.9.		Applicable Law			36
		13.10.		Invalidity of Provisions			36
		13.11.		Consultation with Attorney(s)			36
		13.12.		No Third Party Beneficiary			36

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
RURAL HOSPITAL ACQUISITION, L.L.C.

          This Amended and Restated Operating Agreement (“ Agreement ”) of Rural Hospital Acquisition, L.L.C. (the “ Company ”), with its principal place of business at 2304 Old Farm Road, Oklahoma 73013, and the Members of the Company, whose names and addresses, and types and number of Units of ownership are shown on the attachment hereto, is effective as of October 29, 2007 (the “ Effective Date ”). The terms of said Agreement are as follows:

ARTICLE I
MATTER

     1.1. Formation . The Company was formed on April 24, 2007 as a limited liability company under the Act, by the filing with the Secretary of State of the State of Oklahoma (“Oklahoma Secretary of State”) of Articles of Organization, as amended on October 29, 2007 by the filing with the Oklahoma Secretary of State of Amended and Restated Articles of Organization (as so amended and restated, the “ Articles ”), a copy of which shall be furnished to each Member.

     1.2. Name . The name of the Company shall be Rural Hospital Acquisition, L.L.C.

     1.3. Agent and Principal Office . The initial registered agent and the initial principal office of the Company shall be as stated in the Articles.

     1.4. Term . This Agreement, when fully executed, shall be effective on the Effective Date. This Agreement shall continue through the dissolution and the winding up of the business of the Company.

     1.5. Business . The purpose of the Company’s formation is the transaction of any or all lawful business for which limited liability companies may be organized under the Act.

ARTICLE II
DEFINITIONS

     For purposes of this Agreement, the following terms shall have the meanings ascribed to them in this Article:

     “ Accounting Period ” shall mean the Fiscal Year.

     “ Act ” means the Oklahoma Limited Liability Company Act, Okla. Stat. Tit. 18, §2000 et seq., as it may be amended from time to time, and any successor to such Act.

     “ Additional Member ” shall mean any Person who has been admitted to all the rights of a Member pursuant to Section 4.7 of this Agreement.

     “ Adjusted Capital Account ” means, with respect to any Member, the Member’s Capital Account balance, increased by the amount, if any, of such Member’s share of the Company Minimum Gain and Member Minimum Gain.

     “ Adjusted Capital Account Deficit ” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Regulations section 1.704-l(b)(2)(ii)(c), the penultimate sentence of Regulations section 1.704-2(g)(1), or the penultimate sentence of Regulations section 1.704-2(i)(5); and

(ii) Debit to such Capital Account the items described in Regulations sections 1.704-l(b)(2)(ii)(d)(4), (5) and (6).

     This definition of Adjusted Capital Account Deficit is intended to comply with Regulations section 1.704-l(b)(2)(ii)(d) and must be interpreted consistently therewith.

     “ Affiliate ” means any Person that is directly controlled by, or is under common control with, such Person. “Control” means either (i) the possession of the power to directly cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or (ii) a direct equity interest of ten percent (10%) or more in the Person.

     “ Agreement ” means this Amended and Restated Operating Agreement, as it may be amended from time to time.

     “ Articles ” has the meaning given such term in Section 1.1 .

     “ Assignee ” shall mean a transferee of Units who has not been admitted as a Substitute Member. An Assignee of Units shall have no right to vote on, consent to, approve, or participate in the determination of any matter, or to otherwise participate in the management of the business and affairs of the Company or to become a Member. An Assignee is only entitled to receive distributions and to be allocated the Profit and Loss, as the case may be, attributable to the Units transferred to the Assignee.

     “ Bankruptcy ” shall mean, with respect to any Person: (a) that a petition has been filed by or against such Person as a “debtor” and the adjudication of such Person as bankrupt under the provisions of the bankruptcy laws of the United States of America has commenced and, in the case of an involuntary bankruptcy, such petition shall not have been dismissed within sixty (60) calendar days from the date of filing; (b) that such Person has made an assignment for the benefit of its creditors generally; (c) a receiver has been appointed for substantially all of the property and assets of such Person; or (d) the voluntary or involuntary acceleration of any Indebtedness of such Person.

     “ Business Day ” shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of Oklahoma are authorized or obligated by law or executive order to close.

     “ Capital Account ” shall mean, with respect to each Member, a separate account established and maintained in accordance with Section 5.3 .

     “ Capital Contributions ” of a Member shall mean that amount of cash and/or the Gross Asset Value of other property actually contributed by such Member to the Company pursuant to the terms of this Agreement.

     “ Change of Control Transaction ” shall mean (a) a sale, lease or other transfer of all or substantially all of the assets of the Company, (b) a reorganization, merger, or consolidation of the Company with or into any other limited liability company or entity, or an acquisition of the Company effected by an exchange of outstanding securities of the Company, or a redemption or repurchase of the outstanding Units issued by the Company (other than a redemption or repurchase of Non-Voting Units pursuant to Section 3.4.1 or Section 3.4.2 of this Agreement), in which transaction the Company’s members immediately prior to such transaction own immediately after such transaction less than fifty percent (50%) of the equity securities of the surviving limited liability company or entity (or its parent), (c) any sale of voting control or other transaction similar to those described in clause (b) above following which the Company’s members immediately prior to such transaction no longer hold effective control of the Company following such transaction, whether through voting power, ownership, ability to elect Managers, or otherwise or (d) liquidation, dissolution, shut down, cessation of business, whether voluntary or involuntary, or other winding up of the Company.

     “ Code ” means the Internal Revenue Code of 1986, as amended, as in effect from time to time.

     “ Company ” shall have the meaning given to such term in the preamble.

     “ Company Minimum Gain ” has the meaning set forth in Regulations section 1.704-2(d).

     “ Confidential Information ” shall have the meaning given to such term in Section 10.7.3 .

     “ Covered Person ” shall mean (i) any Member, any Affiliate of a Member, any officers, directors, trustees, shareholders, members, managers, beneficiaries, partners, employees, representatives or agents of the Company, any Member or their respective Affiliates, or (ii) any Person who is elected to serve as a Manager.

     “ Disassociated Member ” shall mean a Member who has ceased to be a Member as a result of incapacity, death, divorce, Bankruptcy or Dissolution or redemption by the Company of all such Member’s Units or Transfer of all such Member’s Units.

     “ Disassociated Purchase Price ” shall have the meaning given to such term in Section 4.10 .

     “ Dissolution ” of a Member which is not a natural person shall mean that such Member has terminated its existence, whether partnership, limited liability company or corporation, wound up its affairs and dissolved; provided, however, that a change in the membership of any Member that is a partnership or limited liability company shall not be deemed or constitute a “Dissolution” hereunder, whether or not the Member is deemed technically dissolved for partnership or limited liability company law purposes, so long as the business of the Member is continued.

     “ Economic Interest ” shall mean the right to share in Profits and Losses realized by the Company, or to receive distributions from, the Company pursuant to this Agreement, but shall not include any other rights of a Member, including, without limitation, the right to vote or participate in management of the Company or, except as required by the Act, to receive information concerning the Company.

      “Fiscal Year ” means the 12 month period ending September 30 of each year; provided that the last Fiscal Year will be the period beginning on October 1 of the calendar year in which the final liquidation and termination of the Company is completed and ending on the date the final liquidation and termination is completed (to the extent any computation or other provision hereof provides for an action to be taken on a Fiscal Year basis, an appropriate proration or other adjustment shall be made in respect of the final Fiscal Year to reflect that the period is less than 365 days).

     “ GAAP ” shall mean United States generally accepted accounting principles as in effect at the time in question.

     “ Gross Asset Value ” means, with respect to any Company asset, the asset’s adjusted tax basis for federal income tax purposes, except as follows:

     (i) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company;

     (ii) the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined or approved by a Super-majority of the Managers, as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for such Member’s an interest in the Company; and (c) the liquidation of the Company within the meaning of Reg. § 1.704 1(b)(2)(ii)(g);

     (iii) the Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution as determined by the Managers in good faith and set forth in a certificate signed by the Managers and delivered to each of the Members; and

     (iv) the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted tax basis of such assets pursuant to

Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Reg. § 1.704 1(b)(2)(iv)(m) and Section 5.3 . If the Gross Asset Value of an asset has been determined or adjusted pursuant to items (i) through (iii) above, such Gross Asset Value shall thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing items of income, gain, expense, loss or deduction.

     “ Interest ” means a Member’s entire rights in the Company, including the right to share in distributions and allocations hereunder, to vote or participate in management of the Company to the extent set forth herein and to receive information concerning the business and affairs of the Company.

     “ Managers ” shall mean the persons or entities designated as Managers of the Company as provided in Article 6 .

     “ Members ” shall mean the signatories to this Agreement, any Substitute Members and any Additional Members admitted pursuant to this Agreement, but does not include Assignees, provided that any reference in this Agreement to Member(s) with respect to the right to receive distributions and allocations of Profit and Loss shall include any holder of an Economic Interest even if such holder is not a Member.

     “ Member Minimum Gain ” means partner nonrecourse debt minimum gain as determined under the rules of Regulations section 1.704-2(i).

     “ Member Nonrecourse Deduction ” has the meaning set forth in Regulations section 1.704-2(i)(1) and (2).

     “ Nonrecourse Deductions ” has the meaning set forth in Regulations section 1.704-2(b)(1).

     “ Non-Voting Members ” means Members who own Non-Voting Units.

     “ Non-Voting Units ” means Non-Voting Units outstanding, which are set forth on Exhibit A (as amended from time to time).

     “ Original Issue Price ” means, with respect to each outstanding Non-Voting Unit, an amount equal to (a) the one million dollars paid by SCAH to acquire the Non-Voting Units, divided by (b) the number of Non-Voting Units issued to SCAH as set forth on Exhibit A .

     “ Percentage Interest ” means the Percentage Interest set forth next to the name of each Member (or holder of Units) on Exhibit A , which shall be equal to (x) the number of Units owned by such Member, (y) divided by the total number of Units then outstanding, (z) multiplied by 100. Collectively, the Percentage Interests always must equal 100% in the aggregate.

     “ Person ” shall mean a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or representative capacity.

     “ Preferred Return Amount ” shall mean, with respect to each Non-Voting Unit, an amount each year equal to the product of (x) eight percent (8%) per annum, and (y) the Original Issue Price of the Non-Voting Unit for the relevant Accounting Period (or portion thereof). The Preferred Return Amount shall be determined as of the end of each Accounting Period; provided , however , that each Accounting Period shall be considered to consist of three hundred and sixty (360) days. The Preferred Return Amount due in respect of each Non-Voting Unit shall accumulate, but such amount shall not compound.

     “ Profit ” or “ Loss ” shall mean, for any Accounting Period, the amount, computed as of the last day thereof, of the income or loss of the Company determined in accordance with federal income tax principles (determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) will be included in computing such taxable income or loss), with the following adjustments:

     (i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profit or Loss pursuant to this definition of “Profit” and “Loss” shall be added to such taxable income or loss;

     (ii) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(i) ), and not otherwise taken into account in computing Profit or Loss, shall be subtracted from such taxable income or added to such taxable loss;

     (iii) Any adjustment in the Gross Asset Value of property in accordance with this Agreement shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profit or Loss (to the extent such adjustment is not already reflected in the Capital Accounts of the Members);

     (iv) gain or loss resulting from the disposition of any Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

     (v) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, the Company shall compute such deductions based on the Gross Asset Value of a property; and

     (vii) Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Sections 8.3 and 8.4 hereof shall not be taken into account in computing Profit and Loss.

     “ Proposed Transferee ” shall have the meaning given to such term in Section 12.2 .

     “ Redemption Date ” shall have the meaning given to such term in Section 3.4.2 .

     “ Redemption Price ” shall have the meaning given to such term in Section 3.4.1 .

     “ Regulations ” means the Treasury Regulations promulgated under the Code, as amended and in effect from time to time (including corresponding provisions of any succeeding regulations).

     “ Regulatory Allocations ” has the meaning set forth in Section 8.4 .

     “ Remaining Units ” has the meaning set forth in Section 12.4 .

     “ Revaluation Event ” means any of the events described in items (i) through (iii) of the definition of Gross Asset Value.

     “ SCAH ” means Surgical Center Acquisition Holdings, Inc., a Nevada Corporation.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Subsidiary ” shall mean any corporation, partnership, joint venture, limited liability company, or other entity in which the Company either, directly or indirectly, owns capital stock or is a partner or is in some other manner affiliated through an investment or participation in the equity of such entity, including, without limitation, RHA Tishomingo, LLC, an Oklahoma limited liability company, RHA Stroud, LLC, an Oklahoma limited liability company, and RHA Anadarko, LLC, an Oklahoma limited liability company.

     “ Substitute Member ” shall mean an Assignee who has been admitted to all the rights of a Member pursuant to this Agreement.

     “ Super-majority ” as used in relation to approval by the Managers means approval of at least 80% of the Managers.

     “ Tax Distribution Amount ” shall mean the amount of the federal and state income tax liability with respect to the taxable income of the Company allocable to a Member with respect to each Unit (whether a Non-Voting Unit or a Voting Unit) for a fiscal year. The calculation of such federal and state income tax liability shall (i) assume that all such holders are taxable as individuals for federal and state income tax purposes, (ii) assume that all such holders are in the highest marginal federal and state income tax bracket applicable to individuals in the State of Oklahoma (currently thirty-five percent (35%) and seven (7%), respectively), (iii) assume the deductibility of Oklahoma State income taxes for federal income tax purposes and (iv) not take into account any adjustments to taxable income, gain, loss, deduction or credit allocable to a Member as a result of any adjustments to the basis of Company property on behalf of a Member pursuant to an election under Section 754 of the Code (or any state law provisions similar to Section 754 of the Code). In determining the amount of estimated federal and state income tax liability for any fiscal year, if the Company has allocated a taxable loss to the Members for any Accounting Period, the amount of such loss shall be carried forward and applied to offset any taxable income allocated to the Members for each succeeding Accounting Period in which the Members are allocated taxable income until such loss is fully absorbed by taxable income allocated to the Members, consistent with applicable rules relating to loss carry-forwards under the Code and the provisions of this definition.

     “ Transfer ” shall have the meaning given to such term in Section 4.4.1 .

     “ Transfer Notice ” shall have the meaning given to such term in Section 12.2 .

     “ Transferring Member ” shall have the meaning given to such term in Section 12.1 .

     “ Voting Members ” means Members who own Voting Units.

     “ Voting Units ” means the Voting Units owned by the Voting Members as set forth on Exhibit A (as amended from time to time).

     “ Unit ” or “ Units ” means the units of ownership that represent a Member’s Interest in the Company.

ARTICLE III
UNITS

     3.1. Issuance . The Company shall be authorized to issue two (2) classes of Units, designated as “ Voting Units ,” and “ Non-Voting Units .” The total number of Units which the Company is authorized to issue shall be an aggregate of two million (2,000,000) Units, comprised of one million (1,000,000) Voting Units and one million (1,000,000) Non-Voting Units. The total number of authorized Units may not be increased without the approval of a Super-majority of the Managers and of Members holding at least seventy-five percent (75%) of the Voting Units.

     3.2. Rights of the Voting Units . The Voting Members shall each be entitled to vote on any matters to be put to a vote of the Members as set forth in Section 4.14 , shall be entitled to receive the distributions provided in Articles 7 and 11 , and shall have all other rights expressly granted under this Agreement or by the Act.

     3.3. Rights of the Non-Voting Units . The Non-Voting Members shall have the put right set forth in Section 3.4.2 and be entitled to receive the Redemption Price for the exercise thereof provided for in Section 3.4.2 , and the distributions provided in Articles 7 and 11 , and shall have all other rights expressly granted under this Agreement or by the Act. The Non-Voting Members shall not have any voting rights with respect to any matters to be put to a vote of the Members, except as expressly required by the Act.

     3.4. Redemption of Non-Voting Units .

     3.4.1. Redemption by Company . At any time prior to the fifth (5th) anniversary of the Effective Date, upon approval by a Super-majority of the Managers and upon ten (10) Business Days’ prior written notice to the Non-Voting Members, the Company may elect to repurchase, in cash, all of the outstanding Non-Voting Units by payment (per each Non-Voting Unit) of an amount equal to the Original Issue Price for such Non-Voting Units, plus any accrued but unpaid Preferred Return Amount due and payable with respect to the Non-Voting Units (the “Redemption Price”).

     3.4.2. Put Right of Non-Voting Member . Following the fifth (5th) anniversary of the Effective Date at any time, and from time to time, upon the written election of a

Non-Voting Member provided at least ten (10) Business Days before the effective date of such redemption (the “ Redemption Date ”), the Company shall repurchase, in cash, the outstanding Non-Voting Units for which an election has been made under this Section 3.4.2, by payment of an amount equal to the Redemption Price for each Non-Voting Unit for which an election has been made.

     3.4.3. Availability of Funds at Redemption . If the funds of the Company legally available on the Redemption Date for redemption of the Non-Voting Units pursuant to Section 3.4.2 are insufficient to redeem the total number of Non-Voting Units that are put to the Company by the electing Non-Voting Members to be redeemed on such date, those funds that are legally available will be used to redeem Non-Voting Units, on a pari passu basis, in proportion to the aggregate Redemption Price that would be payable to each Non-Voting Member electing redemption, if all such Non-Voting Units for which redemption was sought were redeemed. The Non-Voting Units not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein, including the rights of redemption set forth herein. If at any time thereafter additional funds become legally available for redemption, such funds will immediately be used to redeem the balance of the Non-Voting Units which the Company has become obliged to redeem on the Redemption Date pursuant to Section 3.4.2 but which it has not redeemed.

ARTICLE IV
MEMBERSHIP

     4.1. Members . Effective as of the date hereof, the Members of the Company shall be as set forth on the signature pages to this Agreement.

     4.2. Representations and Warranties . Each Member hereby represents and warrants for itself only to the Company and each other Member as follows:

     4.2.1. Purchase Entirely for Own Account . The Member is acquiring its Units for the Member’s own account for investment purposes only and not with a view to or for the resale, distribution, subdivision or fractionalization thereof in violation of the securities laws and has no contract, understanding, undertaking, agreement or arrangement of any kind with any Person to sell, transfer or pledge to any Person any Interest, nor does such Member have any present plans to enter into any such agreement.

     4.2.2. Investment Experience; Accredited Investor . By reason of such Member’s business or financial experience, the Member has the capacity to protect its own interests in connection with the transactions contemplated hereunder, is able to bear the risk of investment in the Company, and at the present time could afford a complete loss of such investment. The Member is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act.

     4.3. Securities Laws . The Member acknowledges that the offer and sale of the Units has not been registered under the Securities Act or any state securities laws, inasmuch as the Units are being acquired in a transaction not involving a public offering, and, under such laws,

may not be resold or transferred by the Member without appropriate registration under the Securities Act or the availability of an exemption from such requirements.

     4.4. Restrictions on Transfers of Company Interests .

     4.4.1. Transfer of Interest . No Member, Substitute Member or holder of an Economic Interest shall, directly or indirectly, sell, assign, pledge, mortgage or otherwise dispose of, encumber or transfer its Interest or Economic Interest in the Company, whether in whole or in part (collectively, “Transfer”), except as approved by a Super-majority of the Managers and in accordance with all applicable provisions of Article 12, if any.

     4.4.2. Requirements for Transfer . No Transfer of an Interest or Economic Interest of a Member, Substitute Member or holder of an Economic Interest shall be permitted (regardless of whether the Managers approve such a Transfer) if it would, or would reasonably be likely to:

     (i) result in violation of the Securities Act, any applicable state law or the applicable securities laws of any other jurisdiction;

     (ii) result in the Transfer of an Interest or an Economic Interest of a Member to a direct or indirect competitor of the Company;

     (iii) result in a violation of any law, rule, or regulation by the Member, any other Member, any Manager or the Company;

     (iv) cause the Company to be deemed a “publicly traded partnership” as such term is defined in Section 7704(b) of the Code; or

     (v) cause the termination or dissolution of the Company.

     4.4.3. Transfers of Economic Interest Only . In the event of any Transfer made in accordance with this Section 4.4 , the transferee shall receive only the transferor’s Economic Interest in the Company, and the transferee shall not be admitted as a Member or have any right as a result of such Transfer to participate in the affairs of the Company as a Member, unless such transferee is also admitted as a Substitute Member in accordance with Section 4.5 .

     4.4.4. Void Transfers . Any voluntary or involuntary Transfer in violation of this Section 4.4 or the requirements of Article 12 shall be null and void ab initio, and shall not operate to Transfer any portion of any Interest or Economic Interest in the Company to the purported transferee.

     4.5. Admission of Substitute Members . An Assignee of Units of the Company shall be admitted as a Substitute Member only upon the approval of a Super-majority of the Managers. If so admitted, the Substitute Member shall have all the rights and powers, and shall be subject to all the restrictions and liabilities of, the Member who assigned such Units to the extent that such rights powers, restrictions and liabilities resulted from such assigning Member’s ownership of the

assigned Units. The admission of a Substitute Member shall not release any Member who assigned such Units from liabilities or obligations to the Company, the other Members or any other Person that may have arisen prior to the Transfer.

     4.6. Rights of Assignees . Unless and until it is a Substitute Member, the Assignee of any Units shall have no right to vote on, consent to, approve or participate in the determination of any matter, or to otherwise participate in the management of the business and affairs of the Company or to become a Member, which rights shall be retained by the Member or Substitute Member who Transferred the applicable Units to the Assignee. Unless it is a Substitute Member, the Assignee is only entitled to receive distributions (including its return of capital) and to be allocated the Profits and/or Losses, as the case may be, attributable to the Units Transferred to the Assignee.

     4.7. Additional Members . One or more Additional Members of the Company may be admitted to the Company as a Member upon the approval of the Managers and such Persons shall be admitted as Members of the Company; provided that (i) the issuance of new Units to be held by such Additional Member has been approved in accordance with Section 3.1 , and (ii) such Additional Members execute a counterpart signature page to this Agreement agreeing to be bound by the terms of this Agreement and any other agreements or instruments by which a Member is bound as a condition to or by virtue of the Member’s ownership of Units.

     4.8. Resignation or Withdrawal of a Member . Except as specifically provided in this Agreement, no Member shall have the right to resign or withdraw from membership in the Company or withdraw its interest in the capital of the Company.

     4.9. Disassociation of a Member . The incapacity, death, Bankruptcy or Dissolution of a Member or the redemption by the Company of all of such Member’s Units: (a) will cause such Member to become a Disassociated Member; and (b) will terminate the membership of such Member in the Company. A Disassociated Member shall have no right to participate in the management of the business and affairs of the Company, but shall be entitled only to receive distributions and any other share of profits to which the Disassociated Member would have been entitled under this Agreement but for the incapacity, death, Bankruptcy or Dissolution of such Member.

     4.10. Rights of a Disassociated Member .

     4.10.1. Purchase Option of Disassociated Member’s Interests . In the event any Member becomes a Disassociated Member, the Disassociated Member or its legal representative, successor or assign may request admission to the Company as a Substitute Member pursuant to Section 4.5 within ten (10) days of the event triggering the disassociation (the “Date of Disassociation”). If no request for Substitute Member status is made and granted pursuant to Section 4.5 , the remaining Member(s) may elect, within thirty (30) days of the expiration of the date by which such request was to be made (if no request is made), or the date on which such request is denied (if such a request is not approved by the Managers) (the “ Disassociation Purchase Option Date ”), to purchase the Dissociated Member’s interest on such terms and conditions as the remaining Members and the Dissociated Member or its legal representative, successor or assign may agree. If

the remaining Members and the Dissociated Member or its legal representative, successor or assign do not agree, the remaining Members shall have an option (to be exercised within sixty (60) days after the Disassociation Purchase Option Date by giving notice to the Disassociated Member or its legal representative, successor or assign, as applicable) to purchase the interest, for the Contract Price as specified in Section 4.10.2 . The number of Units of such Dissociated Member’s interest that a Member shall be entitled to purchase pursuant to this Section 4.10.1 shall be determined based upon the proportion that the Percentage Interest of such Member bears to the aggregate of the Percentage Interests of all of the Members electing to purchase the Dissociated Member’s interest. In the event any Member elects to purchase none or less than all of his, her or its pro rata share of such Dissociated Member’s interest, then the other Members may elect to purchase more than their pro rata share. If no request for Substitute Member status is made and granted pursuant to Section 4.5 , and the remaining Members do not exercise their options under this Section 4.10 , the Disassociated Member or its legal representative, successor or assign shall thereafter have only those rights of an Assignee under this Agreement.

     4.10.2. Contract Price . The “Contract Price” shall equal the fair market value of the Disassociated Member’s Interest as of the Date of Disassociation. The fair market value shall be determined within sixty (60) days after the Disassociation Purchase Option Date by agreement among the Members, or if no agreement can be reached, then by an appraisal (the appraiser shall be selected in accordance with Section 4.10.3 ) of the fair market value of the Member’s Interest.

     4.10.3. Selection of Appraiser . If the appraisal of an Interest is required pursuant to Section 4.10.2 , then the parties shall attempt to agree on the selection of an appraiser. If the parties cannot agree on an appraiser, then the Member (or such Member’s representative) whose Interest is being transferred shall select a qualified appraiser and the Company (at the direction of a Super-majority of the Managers) shall select a second qualified appraiser. The two appraisers shall then select a third qualified appraiser. The two appraisers selected by the transferring Member and the Company shall prepare appraisals of the fair market value, and shall present those appraisals to the third appraiser. The third appraiser acts as an arbitrator and determines the fair market value by selecting either (i) one of the two appraisals presented, or (ii) a value between the two appraisals presented. If the Members use one appraiser, then the cost of the appraiser shall be split between the transferring Member and the Company. If the Members use three appraisers, then: (A) the cost of the appraiser selected by the transferring Member and one-half of the cost of the third appraiser shall be borne by the transferring Member; and (B) the cost of the appraiser selected by the Company and one-half of the cost of the third appraiser shall be borne by the Company. The decision of the appraiser or appraisers shall be final and binding upon the Members and the Company.

     4.11. No Authority as Agent . No Member shall have the authority in its capacity as a Member to enter into any transaction on behalf of the Company or to otherwise bind the Company.

     4.12. Interest in Property of the Company . Each Member’s Interest in the Company shall for all purposes be personal property. No Member shall have any interest in specific Company property. All property of the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any direct ownership in such property.

     4.13. Information Rights . In addition to other rights provided by this Agreement or by applicable law, a Member shall have the right on demand and at such Member’s own expense:

     4.13.1. To obtain any and all information regarding the status of the business and financial condition of the Company;

     4.13.2. Promptly after becoming available, to obtain a copy of the Company’s Federal, state, and local income tax returns for each year;

     4.13.3. To have furnished to it a current list of the name and last known business, residence or mailing address of each Member;

     4.13.4. To obtain information regarding the Capital Contributions made by each Member;

     4.13.5. To receive a copy of this Agreement and the Articles and all amendments, together with copies of any powers of attorney pursuant to which this Agreement, the Articles, and all amendments that have been executed; and

     4.13.6. To inspect and copy any of the Company’s books and records and obtain such other information regarding the affairs of the Company during normal business hours.

     4.14. Voting Rights . Except as expressly required by law or as provided in this Agreement, Members shall have no voting, approval or consent rights. In matters on which Members are entitled to vote, each Voting Unit carries one vote. Whenever this Agreement references an action to be taken by the Members, such reference, unless otherwise stated, presumes that such action requires the vote or consent of a majority in interest of the Voting Units issued and outstanding. Notwithstanding the foregoing, the issuance of new Units will require the approval of seventy-five percent (75%) of the Voting Units. Actions and decisions requiring the approval of the Voting Members pursuant to any provision of this Agreement may be authorized or made either by vote of the requisite percentage of interest of Voting Members taken at a meeting of the Voting Members, or by unanimous written consent of all Voting Members. A corporate Voting Member may cast its vote through any of such Voting Member’s duly authorized officers.

     4.15. Member Meetings . Member Meetings may be called by any Member or Manager, by giving at least five (5) Business Days’ prior notice of the time, place and purpose of the meeting to all Members. Any such meeting shall be held during the Company’s normal business hours at its principal place of business, unless all of the Members consent in writing or by their attendance at such meeting to its being held at another location or time. A Member may attend such meeting by telephone or videoconference.

     4.16. Adjournment . When a meeting is adjourned to another time or place, a notice of the adjourned meeting shall be given in accordance with Section 4.15 . At the adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

     4.17. Waiver of Notice; Consent to Meeting . The actions taken at any meeting, however called and noticed, and whenever held, are as valid as though the action was taken at a meeting duly held, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each Member entitled to vote, but not present in person or by proxy, approves by signing a written waiver of notice or an approval to the holding of the meeting or an approval of the minutes thereof. All waivers, consents, and approvals shall be filed with the Company records or made a part of the minutes of the meeting. A Member’s attendance at a meeting shall constitute a waiver of notice of the meeting, except when such Member objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if the objection is expressly made at the meeting.

     4.18. Quorum . A majority in interest of the Voting Members, represented in person or by proxy, shall constitute a quorum at a meeting of Members. In the absence of a quorum, any meeting of Members may be adjourned from time to time by the Members represented either in person or by proxy pursuant to Section 4.16 .

     4.19. Vote by Proxy . A Voting Member may vote by proxy given to any other Member. Any such proxy must be in writing and must identify the special meeting or matter to which the proxy applies or state that it applies to all matters coming before the Company for approval prior to a specified date in the proxy under any provision of this Agreement. Any such proxy shall be revocable at any time and shall not be effective at any meeting at which the Voting Member giving such proxy is in attendance.

     4.20. Records of Meeting . The Company shall maintain records of all actions taken by the Voting Members pursuant to any provision of this Agreement, including minutes of all Company meetings, copies of all actions taken by consent of the Voting Members and copies of all proxies pursuant to which one Voting Member votes or executes a consent on behalf of another.

ARTICLE V
CONTRIBUTIONS TO CAPITAL

     5.1. Capital Contributions . The Voting Members and Non-Voting Members have made deemed Capital Contributions to the Company in the amount set forth on Exhibit A and such amount shall be credited to each Member’s respective Capital Account. In exchange for such Capital Contributions and by agreement among all Members, each Member shall have the rights set forth in this Agreement.

     5.2. Additional Capital Contributions; Loan . No Member shall be permitted to make any additional contribution to the capital of the Company or loan (or advance) any money to the Company, in each case, without the consent of a Super-majority of the Managers. No Member

shall be requi