OPERATING AGREEMENT

OF

MMS INVESTMENTS, L.L.C.OPERATING AGREEMENT

OF

MMS INVESTMENTS, L.L.C.THE COMPANY CONTENDS THAT MEMBERSHIP INTERESTS IN THIS LIMITED LIABILITY COMPANY DO NOT CONSTITUTE SECURITIES; NEVERTHELESS THE COMPANY PROVIDES THE FOLLOWING NOTICE APPLICABLE TO ALL SUCH MEMBERSHIP INTERESTS IN THE EVENT OF A FINAL JUDICIAL DETERMINATION CONCLUDING THAT SAID MEMBERSHIP INTERESTS CONSTITUTE SECURITIES:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 10-5-9(13) OF SUCH ACT. IN ADDITION, THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION SET FORTH IN THE SECURITIES ACT OF 1933 PROVIDED BY SECTION 4(2) THEREOF. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACTS.

ARTICLE IDEFINITIONS1ARTICLE IIFORMATION OF COMPANY52.1Formation62.2Name

62.3Principal Place of Business62.4Registered Office and Registered Agent62.5Term

62.6Permitted Businesses62.7Members7ARTICLE IIIRIGHTS AND DUTIES OF MANAGERS83.1Management83.2Number, Tenure and Qualifications93.3Meetings of the Managers93.4Action without a Meeting93.5Certain Express Powers of Manager103.6No Agency133.7Liability for Certain Acts133.8Managers Have No Exclusive Duty to Company143.9Bank Accounts143.10Indemnity of the Managers, Employees and Other Agents143.11Resignation143.12Removal153.13Vacancies153.14Salaries153.15Conflict of Interest.163.16Committees163.17Compensation Committee163.18Audit Committee17ARTICLE IVRIGHTS AND OBLIGATIONS OF MEMBERS174.1Limitation on Liability184.2No Liability for Company Obligations184.3List of Members184.4Approval of Certain Transactions184.5Dissenters' Rights184.6Priority and Return of Capital18ARTICLE VMEETINGS OF MEMBERS185.1Annual Meeting195.2Special Meetings195.3Place of Meetings195.4Notice of Meetings195.5Meeting of all Members195.6Record Date195.7Quorum195.8Manner of Acting205.9Proxies205.10Action by Members Without a Meeting205.11Waiver of Notice205.12Withdrawal and Expulsion of Members21ARTICLE VICONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS226.1Members' Capital Contributions226.2Additional Contributions226.3Failure to Make Capital Contributions226.4Capital Contributions in Cash236.5Withdrawal or Reduction of Members' Contributions to Capital23ARTICLEVIIDISTRIBUTIONS TO MEMBERS237.1Distributions of Distributable Cash237.2Limitation Upon Distributions247.3Interest On and Return of Capital Contributions247.4Loans to Company24ARTICLEVIIIALLOCATIONS258.1Capital Account258.2Distributive Share258.3Allocation of Profits and Losses26ARTICLEIXBOOKS AND RECORDS269.1Accounting Period269.2Records and Reports269.3Tax Returns27ARTICLEXTRANSFERABILITY2710.1General2710.2Transferee Not Member in Absence of Consent3010.3Additional Members30ARTICLEXIDISSOLUTION AND TERMINATION3111.1Dissolution3111.2Effect of Dissolution3311.3Winding Up, Liquidation and Distribution of Assets3311.4Certificate of Termination3411.5Return of Contribution Nonrecourse to Other Members34ARTICLE XIIMISCELLANEOUS PROVISIONS3412.1Books of Account and Records3512.2Application of Georgia Law3512.3No Action for Partition3512.4Execution of Additional Instruments3512.5Construction3512.6Headings3512.7Waivers3512.8Rights and Remedies Cumulative3512.9Severability3612.10Heirs, Successors and Assigns3612.11Creditors3612.12Counterparts3612.13Member Representations3612.14Federal Income Tax Elections3712.15Certification of Non-Foreign Status3712.16Notices3712.17Amendments3812.18Invalidity3812.19Captions3812.20Banking3812.21Arbitration3812.22Determination of Matters Not Provided For In This Agreement3912.23Further Assurances3912.24Time

3912.25Legal Counsel39

OPERATING AGREEMENT OF

MMS INVESTMENTS, L.L.C.THIS OPERATING AGREEMENT ("Agreement") is entered into and effective as of the 5th day of June, 2001, by and among the Company and its Members (as hereinafter defined).

NOW, THEREFORE, in consideration of the provisions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which the parties hereto hereby acknowledge, the parties agree as follows:

ARTICLE I

DEFINITIONStc \l1 "ARTICLE IDEFINITIONSThe following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):

"Agreement" - shall mean this Operating Agreement, as it may be amended or supplemented from time to time.

"Articles of Organization" - shall mean the Articles of Organization of MMS INVESTMENTS, L.L.C., as filed with the office of the Secretary of State of the State of Georgia, as the same may be amended from time to time.

"Affiliate" - shall mean: (i) in the case of an individual, any relative of such Person; (ii) any officer, director, trustee, partner, manager, employee, or holder of ten percent (10%) or more of any class of the voting securities of or equity interest in such Person; (iii) any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person; or (iv) any officer, director, trustee, partner, manager, employee or holder of ten percent (10%) or more of the outstanding voting securities of any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person.

"Bridge Financing" - shall mean (i) loans, guaranties or surety arrangements extended by the Company to or for the benefit of Portfolio Companies in order to facilitate an investment contemplated by the Company in Portfolio Securities of a Portfolio Company and (ii) investments in Portfolio Securities of Portfolio Companies that the Company intends to have repaid or to sell within one (1) year.

"Capital Account" - shall mean a capital account maintained in accordance with the rules contained in Treas. Reg. 1.704-1(b)(2), as maintained in accordance with applicable rules under the Code, and as set forth in Treas. Reg. 1.704-1(b)(2)(4), as amended from time to time. The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.7041(b)(2)(iv), and shall be interpreted and applied in a manner consistent with such regulations. In the event the Managers determine that it is prudent to modify the manner in which the Capital Accounts are computed (including the calculation and allocation of items of income, gain, loss or deduction among the Members) in order to comply with such regulations, the Managers may make such modification, provided that, it will not have a material effect on the amounts distributable to any Member under any provision of this Agreement. The Managers shall also make any appropriate modifications in the event unanticipated events occur (for example, the contribution of property to the Company by a Member, the incurrence of nonrecourse debt or the reevaluation of the Companys assets upon the occurrence of any of the events described in Treasury Regulation Section 1.704-1(b)(2)(iv)(f)) that might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.7041(b)(2)(iv). In conjunction with such modifications, the Managers shall also make appropriate adjustments to the calculation of Net Profit and Net Loss to the extent the bases of the assets of the Company, as maintained for Capital Account purposes, differ from the bases of such assets, as determined under federal income tax principles.

"Capital Contribution" - shall mean any contribution, as defined in O.C.G.A. 14-11-101(4), to the capital of the Company in cash, property or services by a Member whenever made.

"Code" - shall mean the Internal Revenue Code of 1986, as amended from time to time.

"Company" - shall mean MMS INVESTMENTS, L.L.C.

"Distributable Cash" - shall mean all cash or cash equivalents, revenues and funds received by the Company from Company operations (exclusive of the net proceeds of any capital contribution by a Member), less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders, including without limitation, any Member or Manager; (ii) all cash expenditures incurred incident to the normal operation of the Company's business, including but not limited to, salaries, insurance costs, legal, accounting, investment banking fees, auditing and tax counseling fees and other costs incurred in the ordinary course of business; (iii) such Reserves as the Managers deem reasonably necessary to the proper operation of the Company's business; and (iv) payments made during the year for capital improvements and replacements to the extent not paid out of Reserves.

"Economic Interest" - shall mean a Member's or Economic Interest Owner's share of one or more of the Company's Net Profits, Net Losses and distributions of the Company's assets pursuant to this Agreement and the Georgia Act, but shall not include any right to vote on, consent to or otherwise participate in any decision of the Members or Managers.

"Economic Interest Owner" - shall mean the owner of an Economic Interest who is not a Member.

"Entity" - shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

"Fair Market Value" - shall have the meaning given such term in Section 5.12.5 of this Agreement.

"Fair Market Value Per Unit" - shall have the meaning given such term in Section 5.12.4 of this Agreement.

"Fiscal Year" - shall mean the Company's fiscal year, which shall be the calendar year ending December 31st.

"Georgia Act" - shall mean the Georgia Limited Liability Company Act at O.C.G.A. 14-11-100, et seq.

"Initial Capital Contribution" - shall mean the initial contribution to the capital of the Company made by a Member pursuant to this Agreement.

"Initial Manager" - shall mean JOHN SMITH, who shall serve as the Manager of the Company until succeeded in such capacities pursuant to this Agreement.

"Majority Interest" - shall mean Ownership Interests of Members which, taken together, exceed fifty percent (50%) of the aggregate of all Ownership Interests.

"Manager" - shall mean one (1) or more managers designated (pursuant to this Agreement) to exercise the management responsibilities for the Company as set forth in this Agreement. The term "Managers," as used herein, shall mean and refer to the Initial Managers, or any other person(s) that succeed such Persons in their capacities as Manager.

"Member" - shall mean each of the parties who executes a counterpart of this Agreement as a Member and each of the parties who may hereafter become Members in accordance with the terms of this Agreement. To the extent a Manager has purchased a Membership Interest in the Company, such Person will have all the rights of a Member with respect to such Membership Interest, and the term "Member", as used herein, shall include a Manager to the extent such Person has purchased such Membership Interest in the Company. If a Person is a Member immediately prior to the purchase or other acquisition by such Person of an Economic Interest, such Person shall have all the rights of a Member with respect to such purchased or otherwise acquired Membership Interest or Economic Interest, as the case may be.

"Membership Interest" - shall mean a Member's entire interest in the Company including such Member's Economic Interest and the right to participate in the management of the business and affairs of the Company, including the right to vote on, consent to, or otherwise participate in any decision or action of, or by, the Members granted pursuant to this Agreement or the Georgia Act.

"Membership Units" - shall mean and refer to the designated units of Membership Interests in the Company beneficially owned by any Member, which units represent its Membership Interests in the Company.

"Net Losses" - shall mean the Company's taxable loss computed pursuant to Section 8.3 of this Agreement.

"Net Profits" - shall mean the Company's taxable income computed pursuant to Section 8.3 of this Agreement.

"Organizer" - shall mean Holland & Knight LLP.

"Ownership Interest" - shall mean the proportion that a Member's beneficial ownership of Membership Interests of the Company bears to the aggregate outstanding Membership Interests owned by all Members. The initial Ownership Interests of the Members are as follows:

Name

Membership Interests

Ownership Interest (%)Jane Doe

10,000

33.3333%

John Smith

10,000

33.3333%

John Doe

10,000

33.3333%

"Person" - shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person" where the context so permits.

"Portfolio Company" - shall mean

, LLC, a Georgia limited liability company, and any other issuer of Securities acquired by the Company, including any Person formed by the Company to invest in Securities.

"Portfolio Company Investment" - shall mean the acquisition of Portfolio Securities of a particular Portfolio Company by the Company in any transaction or series of transactions pursuant to a single agreement.

"Portfolio Security" - shall mean a Security of a Portfolio Company acquired by the Company, including without limitation, Securities acquired in connection with a Bridge Financing.

"Reserves" - shall mean, with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the Managers for working capital and to pay contingencies and anticipated obligations, taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company's business.

"Security" - shall mean (i) equity and equityrelated securities, including without limitation, common and preferred stock, partnership interests, profits interests, convertible debt and debt that participates in profits, (ii) other securities, including without limitation, all types of debt or note obligations, such as senior or subordinated debt, senior or subordinated notes and bank debt or debt of other financial institutions, and (iii) investment rights, including without limitation, warrants, rights and options to acquire any of the securities described in (i) or (ii) hereof.

"Transferring Member" - shall mean a Member or Economic Interest Owner who sells, assigns, pledges, hypothecates or otherwise transfers (for consideration or gratuitously) all or any portion of its Membership Interest or Economic Interest.

"Treasury Regulations" or "Regulations" - shall mean the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

FORMATION OF COMPANYtc \l1 "ARTICLE IIFORMATION OF COMPANY2.1Formationtc \l2 "2.1Formation. On the 5th day of June, 2001, the Organizer formed the Company as a Georgia Limited Liability Company by executing and delivering articles of organization to the office of the Secretary of State of the State of Georgia in accordance with the provisions of the Georgia Act. The Members hereby consent to, approve and adopt as the action of the Company, any and all actions taken by said Organizer to organize the Company, and the Company and its Members shall defend, indemnify and hold harmless the Organizer from and against any and all claims, demands, actions, causes of action, lawsuits, losses, costs, deficiencies, liabilities, damages or expenses (including, without limitation, reasonable attorneys fees and costs of defense or litigation) arising directly or indirectly out of Organizers actions on behalf of the Company to organize the Company, to the fullest extent permitted by applicable law (and the provisions of O.C.G.A. 14-11-306).

2.2Nametc \l2 "2.2Name. The name of the Company is "MMS INVESTMENTS, L.L.C."

2.3Principal Place of Businesstc \l2 "2.3Principal Place of Business. The principal place of business of the Company within the State of Georgia is: 1201 W. Peachtree Street, N.E., Suite 2000, Atlanta, Georgia 30309-3400. The Company may locate its places of business and registered office at any other place or places as the Managers may from time to time deem advisable.

2.4Registered Office and Registered Agenttc \l2 "2.4Registered Office and Registered Agent. The Company's initial registered office shall be at the office of its registered agent at: 1201 W. Peachtree Street, N.E., Suite 2000, Atlanta, Georgia 30309-3400, and the name of its initial registered agent at such address is: Holland & Knight LLP, Attn: Barack Obama. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Georgia pursuant to the Georgia Act and the applicable rules promulgated thereunder.

2.5Termtc \l2 "2.5Term. The term of the Company shall commence on the date the Articles of Organization were filed with the office of the Secretary of State of the State of Georgia and shall continue thereafter until December 31, 2099, unless earlier dissolved in accordance with the provisions of this Agreement or the Georgia Act.

2.6Permitted Businessestc \l2 "2.6Permitted Businesses. The businesses of the Company shall be:

2.6.1To seek out opportunities to invest in Portfolio Securities of a Portfolio Company and to acquire, hold, manage and dispose of such Portfolio Securities; and the Company may provide or arrange Bridge Financing for Portfolio Companies and may also cause Portfolio Companies to borrow or to guarantee borrowings in connection with the acquisition of Portfolio Securities; and the Company shall have the power and authority to do all such acts and things necessary, advisable or expedient to further and accomplish such objectives or to accomplish any lawful business whatsoever, including, without limitation, acquiring, owning, holding, managing, trading, exchanging, swapping, selling or divesting of stocks, bonds, indentures, convertible securities, options, warrants, equity or debt instruments, and other securities or investment instruments (and exercising all rights to vote or other rights or privileges associated therewith), whether restricted or publicly or privately traded, or any other business that shall at any time appear to the Managers (or Members if submitted to a vote of the Members) to be conducive to, or expedient for, the protection or benefit of the Company and its assets;

2.6.2To exercise all other powers necessary to, or reasonably connected with, the Company's business that may be legally exercisable by limited liability companies under the Georgia Act; and

2.6.3To engage in all activities necessary, customary, convenient, or incident to any of the foregoing.

2.7Memberstc \l2 "2.7Members. The names and addresses of the Members are as follows:

Names

Addresses

Jane DoeJohn Smith

John Doe

ARTICLE III

RIGHTS AND DUTIES OF MANAGERStc \l1 "ARTICLE IIIRIGHTS AND DUTIES OF MANAGERS3.1Managementtc \l2 "3.1Management. The business and affairs of the Company shall be managed by its Managers. Except for situations in which the approval of the Members is expressly required by this Agreement or by nonwaivable provisions of applicable law, the Managers shall have full, exclusive and complete authority, right, power and discretion to operate, manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business or deemed proper, convenient or advisable by the Managers to carry on the business of the Company; provided, however, that in the event that the Managers shall become deadlocked on any issue, such issue shall be submitted for a vote of the Members and the affirmative vote of Members holding a Majority Interest shall be, and constitute, the act of the Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Georgia Act, by the Articles of Organization, or by this Agreement. If, however, the deadlock of the Managers cannot be broken and resolved by the affirmative vote of Members holding a Majority Interest, then any Member shall be entitled to make and deliver a written buy-out offer (such Member being referred to herein as the Offeror Member) to one or more other Members (such that thereafter, the deadlock may be broken) to purchase all (but not less than all) of the Membership Units of such other Member or Members for a specified price per Membership Unit. Any Member receiving such a buy-out offer from the Offeror Member shall have a period of ten (10) days to elect either to sell such Members Membership Units to the Offeror Member or to purchase from the Offeror Member all (but not less than all) of the Offeror Members Membership Units in the Company upon the same price and terms offered by the Offeror Member. If any such Member fails to respond to the buy-out offer of the Offeror Member within the prescribed period that the Member elects to purchase all of the Offeror Members Membership Units, then such Member shall be deemed to have accepted the Offeror Members offer to purchase all of such Members Membership Units upon the terms set forth in the buy-out offer, and the transaction shall be closed within ten (10) days thereafter unless the buy-out offer sets forth a later closing date. After a buy-out offer is made by any Member to another Member, the terms of the buy-out offer shall supersede and apply to any intervening withdrawal, expulsion or other removal of a Member, notwithstanding any other terms of this Agreement to the contrary. During any period in which more than one (1) Manager shall have been appointed pursuant to this Agreement, any one (1) Manager may take any action permitted to be taken by the Managers, unless the approval of more than one (1) of the Managers is expressly required pursuant to this Agreement, the Georgia Act, or by resolution of the Managers from time to time.

3.2Number, Tenure and Qualificationstc \l2 "3.2Number, Tenure and Qualifications. Initially JOHN SMITH (referred to herein as the Initial Manager) shall serve as the Manager(s), as provided in Article I of this Agreement. The Managers (when and as appointed) may delegate some of their responsibilities to officers of the Company as shall be appointed from time to time by the Managers, with such restrictions on authority and upon such terms as shall be set forth in written resolutions approved by the Managers. Hereafter, the number of Managers of the Company shall be fixed from time to time by the affirmative vote of Members holding at least a Majority Interest (including the written consent of the Initial Manager), but in no instance shall there be less than one (1), nor more than seven (7), Manager(s). During the term of the Company, and so long as each is able and willing to serve as Manager, JOHN SMITH shall be and remain a Manager unless such person no longer beneficially owns any Membership Interest or is removed pursuant to Section 3.12 of this Agreement. At any time during the term of the Company that there shall be more than one (1) Manager of the Company, each Manager shall cast one (1) vote on any issue brought before the Manager(s) for a vote. Subject to the foregoing permanent appointments of the Initial Manager(s), each Manager shall hold office until the next annual meeting of the Members or until his successor shall have been elected and qualified, and such Manager(s) shall be elected by the affirmative vote of Members holding at least a Majority Interest. Manager(s) need not be resident(s) of the State of Georgia or Members of the Company.

3.3Meetings of the Managerstc \l2 "3.3Meetings of the Managers. During any period in which more than one (1) Manager shall have been appointed, the Managers shall meet at reasonable intervals and shall meet upon the call of any Manager, upon not less than twenty-four (24) hours' notice given in accordance with Section 12.16. Managers may attend and participate in meetings either in person or by means of conference telephones or similar communication equipment by means of which all persons participating in such meeting can hear each other. Participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at any meeting shall constitute a waiver of notice thereof and of consideration of a particular matter, unless the Member, at the beginning of the meeting or when the matter is presented, as the case may be, objects to the holding of the meeting or the consideration of the matter. A majority in number of the Managers shall constitute a quorum for the transaction of business.

3.4Action without a Meetingtc \l2 "3.4Action without a Meeting. Any action required to be taken at a meeting of the Managers may be taken without a meeting if the requisite number of Managers shall consent in writing to such action. Any such action must be evidenced by one (1) or more written consents describing the action taken, signed by such number of Managers as are entitled to take such action, and delivered to the Company for inclusion in its records. If action is taken under the foregoing sentence by less than all of the Managers, all Managers who did not participate in taking the action shall be given written notice of the action not more than ten (10) days after the taking of the action without a meeting, but failure to give such notice shall not invalidate the action so taken.

3.5Certain Express Powers of Managertc \l2 "3.5Certain Express Powers of Manager. Without limiting the generality of Section 3.1, the Managers shall have the full and exclusive power and authority, on behalf of the Company and without a vote or other action of the Members, by the affirmative Majority vote or consent of the Managers:

3.5.1To review investment opportunities for the Company, analyze and negotiate the terms of proposed investments, make investments in Securities consistent with the purposes of the Company and organize and capitalize any Person to invest in Securities on behalf of the Company (through alternative investment vehicles as the Managers may deem appropriate or expedient);

3.5.2To cause the Company to provide Bridge Financing to Portfolio Companies; to cause the Company to sell all any part of any Portfolio Security, whether for cash, other securities or on such reasonable terms as the Managers shall determine to be appropriate;

3.5.3To manage the Portfolio Securities and other Company investments, including, but not limited to, administering investments made by the Company and the ultimate disposition of those investments, and provide, or arrange for the provision of, managerial and other assistance to the Portfolio Companies in which the Company holds Portfolio Securities;

3.5.4To oversee the operations of, and render financial advisory and consulting services to, Portfolio Companies;

3.5.5To cause the Company to incur all expenditures permitted by this agreement, and pay all expenses, debts and obligations of the Company as provided herein;

3.5.6To employ and dismiss from employment any and all employees, consultants, attorneys, accountants, independent contractors, managing agents, other agents or other professionals (or their Affiliates) to perform services for the Company, and to compensate them from Company funds and consent to, or waive, any conflict of interest which may arise in respect of such employment or engagement;

3.5.7To invest, pending investment in Portfolio Securities, or cash distributions to the Members, or make temporary investments of Company capital in cash equivalents;

3.5.8To make any reasonable election under federal, state and local tax laws, and act as the tax matters partner of the Company, as such term is defined in Section 6231(a)(7) of the Code, and exercise any authority permitted the tax matters partner under the Code;

3.5.9To open, maintain and close accounts with brokers, which power includes the authority to issue all instructions and authorizations to brokers, managers of Securities and others regarding Securities and to pay, or authorize the payment and reimbursement of, commissions that may be in excess of the lowest rates available that are paid to brokers who execute transactions for the account of Company so long as the Managers determines in good faith that the amount of commissions is reasonable in relation to the value of the research and brokerage services provided by broker;

3.5.10To obtain, at the expense of the Company, an insurance policy or policies necessary to provide coverage against claims, losses or damages incurred by the Company or by the Managers, any management company, any Affiliates of the Managers or such management company, and the employees, officers, directors, partners, managers, and agents of the foregoing in connection with the performance of duties provided in this Agreement or in connection with matters related to the Company, a Portfolio Company or a Proposed Investment;

3.5.11To amend or restructure Portfolio Securities;

3.5.12To engage a management company to perform services for the Company as may be deemed advisable, proper or expedient by the Managers;

3.5.13To acquire real and/or personal property, including, without limitation, acquiring, owning, holding, managing, trading, exchanging, swapping, selling or divesting of stocks, bonds, notes, indentures, convertible securities, options, warrants, equity or debt instruments (with or without collateral security), and other securities or investment instruments, whether restricted or publicly or privately traded, from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person.

3.5.14To open, maintain and close bank accounts and draw checks or other orders for the payment of money, to borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem appropriate, and in connection therewith, to pledge, hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized by the Managers to contract such debt or incur such liability on behalf of the Company;

3.5.15To purchase liability and other insurance to protect the Company's property and business;

3.5.16To hold, manage, lease and own, and construct or demolish improvements upon, any Company real and/or personal properties in the name of the Company;

3.5.17To invest, pending investment in Portfolio Securities, or cash distributions to the Members, or Company funds temporarily (by way of example but not limitation) in cash equivalents, time deposits, short-term government obligations, commercial paper, money market accounts, mutual funds, stocks, bonds or other investments;

3.5.18To sell or otherwise dispose of all or substantially all of the assets of the Company (by merger or other means) as part of a plan or a single transaction, as long as such disposition is not in violation of, or the cause of a default under, any other agreement to which the Company may be bound; provided such action shall be approved by the affirmative vote of the Members holding a Majority Interest. The affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;

3.5.19To enter into, execute, file, record, publish, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the Managers shall determine to be appropriate in furtherance of the purposes of the Company, and execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; stock powers, stock trading orders, investment letter agreements, purchaser questionnaires, subscription agreements (or other securities purchase or sales documents), mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company's property; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other contracts, instruments or documents necessary, in the opinion of the Managers, to the business of the Company;

3.5.20To engage, employ and discharge employees, agents, independent contractors, accountants, legal counsel, managing agents or other professionals to perform services for the Company, and to compensate them from Company funds;

3.5.21To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms and upon such terms as the Managers may approve.

3.5.22To authorize, create, offer for sale, and issue series or classes of Membership Interests (including, but not limited to non-voting Membership Interests) of the Company, to Members of the Company without Member action, without regard to whether such Membership Interests are distributed pro rata and for such consideration as the Managers shall deem appropriate, but issuance to and admission of a new Member shall be approved by the Members in accordance with the terms of this Agreement.

3.5.23To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business or otherwise necessary and proper in the exercise of the authority of the Managers under this Agreement.

3.6No Agencytc \l2 "3.6No Agency. Unless authorized to do so by this Agreement (including, but not limited to, delegated duties and powers of the officers of the Company as may be set forth in a written resolution of the Managers of the Company), no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.

3.7Liability for Certain Actstc \l2 "3.7Liability for Certain Acts. Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Manager shall under no circumstances be liable to the Company, its Members, or other Managers for any action taken in managing the business or affairs of the Company if he or she performs the duty of his or her office in compliance with the standard contained in this Section. No Manager has guaranteed, nor shall any Manager have any obligation with respect to, the return of a Member's Capital Contributions or profits from the operations of the Company. No Manager shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member except loss or damage resulting from intentional misconduct, or a knowing violation of law, or a transaction for which such Manager received a personal benefit in violation or breach of the provisions of this Agreement. Each Manager shall be entitled to rely on information, opinions, reports, or statements, including, but not limited to, financial statements or other financial data prepared or presented in accordance with the provisions of O.C.G.A. 14-11-305.

3.8Managers Have No Exclusive Duty to Companytc \l2 "3.8Managers Have No Exclusive Duty to Company. No Manager shall be required to manage the Company as his or her sole and exclusive function, and any Manager may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement to share or participate in such other investments or activities of the Manager or to share in the income or proceeds derived therefrom. No Manager shall incur any liability to the Company, or to any of the Members, as a result of engaging in any other business or venture.

3.9Bank Accountstc \l2 "3.9Bank Accounts. The Managers may from time to time open bank accounts in the name of the Company, and the Managers shall be the sole signatories thereon, unless the Members determine otherwise.

3.10Indemnity of the Managers, Employees and Other Agentstc \l2 "3.10Indemnity of the Managers, Employees and Other Agents. To the fullest extent permitted under O.C.G.A. 14-11-306, the Company shall indemnify the Organizer (including, but not limited to, the law firm of Holland & Knight LLP), the Managers and other officers of the Company, and make advances for expenses to them with respect to such matters, to the maximum extent permitted under applicable law. The Company shall be authorized and empowered to indemnify its employees and other agents who are not Managers to the fullest extent permitted by law, provided that such indemnification in any given instance is approved by the Managers.

3.11Resignationtc \l2 "3.11Resignation. Any Manager of the Company may resign at any time by giving written notice of such resignation to any other Manager (if more than one) or to the Members, and the resignation shall take effect immediately upon receipt of notice thereof, or at such later time as may be set forth in the notice. The resignation of a Manager shall not affect the Manager's rights as a Member and shall not constitute a withdrawal as a Member unless such Manager also resigns from all positions of employment with the Company.

3.12Removaltc \l2 "3.12Removal. At a meeting called expressly for that purpose, any Manager (other than Initial Managers) may be removed at any time, with or without cause, by the affirmative vote of Members holding a Majority Interest. Initial Managers may be removed as a Manager only if such Manager has violated the standard of care set forth in Section 3.7 of this Agreement established by "clear and convincing evidence," and all of the other Members vote affirmatively to remove such Manager from serving as a Manager, and the Company immediately satisfies or refinances any indebtedness for which personal assets or personal guaranties secure such indebtedness and any outstanding loans to the Company by such Person are immediately paid in full. The removal of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal or expulsion of such Manager as a Member unless (if an individual) all positions of employment with the Company are also terminated.

3.13Vacanciestc \l2 "3.13Vacancies. Any vacancy occurring for any reason in the number of Managers of the Company may be filled by the affirmative vote of a majority of the remaining Managers then in office; provided that if there are no remaining Managers, the vacancy(ies) shall be filled by the affirmative vote of Members holding a Majority Interest. Any Manager's position to be filled by reason of an increase in the number of Managers shall be filled by the affirmative vote of the Members owning a Majority Interest, or by an election at an annual meeting, or at a special meeting of Members called for that purpose, or by the Members' written consent. A Manager elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and shall hold office until the expiration of such term and until his or her successor shall be elected and shall qualify or until his or her earlier death, resignation or removal. A Manager chosen to fill a position resulting from an affirmative vote of the Members to increase the number of Managers shall hold office until the next annual meeting and until his or her successor shall be elected and shall qualify, or until his or her earlier death, resignation or removal.

3.14Salariestc \l2 "3.14Salaries. The salaries and other compensation of the Managers shall be fixed from time to time by the majority vote or consent of the Managers, and no Manager shall be prevented from receiving such salary by reason of the fact that he or she is also a Member of the Company. If the Managers shall be unable to agree to the salaries and other compensation of the Managers, the Managers shall continue to be compensated at the same rate in effect prior to the disagreement until the matter is submitted to a vote of the Members, as provided in Section 3.1 of this Agreement, and the approval of such salaries and other compensation by the affirmative vote of Members holding a Majority Interest shall be, and constitute, the approval of the Managers.

3.15Conflict of Interest.tc \l2 "3.15Conflict of Interest. The conflict-of-interest provisions found in O.C.G.A. 14-11-307 shall not apply to the actions of the Managers, taken in accordance with this Article III.

3.16Committeestc \l2 "3.16Committees. Unless the Articles of Organization provide otherwise, the Managers may create one (1) or more committees and appoint Managers or Members to serve on them. Each committee may have one (1) or more members, who serve at the pleasure of the Managers. To the extent specified by the Managers or in the Articles of Organization, each committee may exercise the authority granted to it by the Managers, except that a committee may not approve, or propose to Members, action that this Agreement requires to be approved by Members, or fill Manager vacancies or vacancies on any committees. The Sections of this Article III that govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Managers, apply to committees and their members. The Managers shall have the power at any given time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

3.17Compensation Committeetc \l2 "3.17Compensation Committee. The Managers may, from time to time by majority vote or consent of the Managers, elect one (1) or more Managers, Members or employees as a Compensation Committee to serve until its authority is revoked or its membership is changed by the request of any Manager. The members of the Compensation Committee shall serve at the pleasure of the Managers until such time as their successors are appointed to the Compensation Committee by the Managers. Any action of the Compensation Committee may be taken at a meeting by vote of a majority of the members of such Committee present (a quorum being present) or without a meeting by written consent of all of the members of the Committee. The members of the Compensation Committee shall be empowered to participate in a meeting of such Committee by means of conference telephone or similar communications equipment through which all persons participating at the meeting can hear each other. The Compensation Committee shall keep minutes of its meetings which minutes shall be reviewed by the Managers and inserted with the Company's records. The Compensation Committee, if empowered by the majority vote or consent of the Managers, shall have the power and authority to formulate, review and recommend to the full Managers compensation proposals with respect to the following matters, provided the Compensation Committee may consult the Managers, or any of them, with regard to compensation issues:

3.17.1All forms of compensation for Managers and employees of the Company, including the form and amount of current salary, deferred salary, cash and noncash benefits, and salary plans for other employees of the Company; and

3.17.2Company perquisites, including special benefits to be considered within general Company policies, establishment of categories of management personnel to whom benefits will be provided or who will be permitted to use benefits, and determination of special benefits on a case-by-case basis.

3.18Audit Committeetc \l2 "3.18Audit Committee. The Managers may, from time to time by majority vote or consent of the Managers, elect one (1) or more Managers, Members, employees or accountants as an Audit Committee to serve until its authority is revoked or its membership is changed by the request of any Manager. Any action of the Audit Committee may be taken at a meeting by vote of a majority of the members of such Committee present (a quorum being present) or without a meeting by written consent of all of the members of the Committee. Further, the members of the Audit Committee shall be empowered to participate in a meeting of such Committee by means of a conference telephone or similar communications equipment through which all persons participating at the meeting can hear each other. The Audit Committee shall keep minutes of its meetings, which minutes shall be reviewed by the Managers and inserted with the Company's records. The Managers may designate persons other than Managers to serve as nonvoting members of this Committee. The Audit Committee, if empowered by the majority vote or consent of the Managers, shall:

3.18.1Recommend to the full Managers the selection of the Company's independent accountants;

3.18.2Review the Company's financial statements and the report thereon issued by the Company's independent accountants;

3.18.3Review financial reporting procedures for the Company;

3.18.4Evaluate internal controls of the Company;

3.18.5Assess the performance of the Company's independent auditors; and

3.18.6Perform such other tasks as may be designated by the majority vote or consent of the Managers or as required by applicable state and federal laws and regulations.

ARTICLE IV

RIGHTS AND OBLIGATIONS OF MEMBERStc \l1 "ARTICLE IVRIGHTS AND OBLIGATIONS OF MEMBERS4.1Limitation on Liabilitytc \l2 "4.1Limitation on Liability. Each Member's liability shall be limited as set forth in this Agreement, the Georgia Act and other applicable law.

4.2No Liability for Company Obligationstc \l2 "4.2No Liability for Company Obligations. No Member will have personal liability for any debts or losses of the Company beyond his or her respective Capital Contribution, except as provided by law.

4.3List of Memberstc \l2 "4.3List of Members. Upon written request of any Member, the Managers shall provide a list showing the names, addresses, Membership Interest and Economic Interest of all Members and Managers, and the other information required by O.C.G.A. 14-11-313, maintained pursuant to Section 9.2 of this Agreement.

4.4Approval of Certain Transactionstc \l2 "4.4Approval of Certain Transactions. The Members shall have the right, by the affirmative vote of Members holding at least a Majority Interest (including the approval of Initial Managers) to approve: (i) any proposal of the Managers to invest in Portfolio Securities of a Portfolio Company or seek a Proposed Investment if the aggregate investment by the Company in the Portfolio Company and its Affiliates would exceed 20% of the total assets of the Company; (ii) to approve the sale, exchange or other disposition of all, or substantially all, of the Company's assets (other than in the ordinary course of the Company's business) which is to occur as part of a single transaction or plan; or (ii) the merger of the Company with and into another Person, after which the Company would not remain as the surviving entity.

4.5Dissenters' Rightstc \l2 "4.5Dissenters' Rights. No Member shall have dissenters' rights under O.C.G.A. 14-11-1002.

4.6Priority and Return of Capitaltc \l2 "4.6Priority and Return of Capital. Except as may be expressly provided in Articles VII and XI of this Agreement, no Member or Economic Interest Owner shall have priority over any other Member or Economic Interest Owner, either as to the return of Capital Contributions or as to Net Profits, Net Losses or distributions. This Section shall not apply to loans (as distinguished from Capital Contributions) that a Member or Manager has made to the Company.

ARTICLE V

MEETINGS OF MEMBERStc \l1 "ARTICLE VMEETINGS OF MEMBERS5.1Annual Meetingtc \l2 "5.1Annual Meeting. The annual meeting of the Members shall be held on the 31st in March or at such other time as shall be determined by resolution of the Managers, commencing with the year 2002, for the purpose of transacting such business as may come before the meeting.

5.2Special Meetingstc \l2 "5.2Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise proscribed by statute, may be called by any Manager or by any Member or Members holding at least ten percent (10%) of the Ownership Interests.

5.3Place of Meetingstc \l2 "5.3Place of Meetings. The Managers may designate any place, either within or outside the State of Georgia, as the place of meeting for any meeting of the Members. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Company in the State of Georgia.

5.4Notice of Meetingstc \l2 "5.4Notice of Meetings. Written notice stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the Managers or Person calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered three (3) calendar days after being deposited in the United States mail, addressed to the Member at the address appearing on the books of the Company, with postage thereon prepaid.

5.5Meeting of all Memberstc \l2 "5.5Meeting of all Members. If all the Members shall meet at any time and place, either within or outside the State of Georgia, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any lawful action may be taken.

5.6Record Datetc \l2 "5.6Record Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any distribution, or in order to make a determination of Members for any other purpose, the date on which notice of the meeting is mailed or the date on which the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof.

5.7Quorumtc \l2 "5.7Quorum. Members holding at least a majority of all Ownership Interests, represented in person or by proxy, shall constitute a quorum at any meeting of Members. In the absence of a quorum at any such meeting, a majority of the Ownership Interests so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. However, if at the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of Ownership Interests whose absence would cause less than a quorum to be present.

5.8Manner of Actingtc \l2 "5.8Manner of Acting. If a quorum is present, the affirmative vote of Members holding a Majority Interest shall be, and constitute, the act of the Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Georgia Act, by the Articles of Organization, or by this Agreement. Unless otherwise expressly provided herein, or required under applicable law, Members who have an interest (economic or otherwise) in the outcome of any particular matter upon which the Members vote (or consent) may vote or consent upon any such matter and their Ownership Interest, vote or consent, as the case may be, shall be counted in the determination of whether the requisite matter was approved by the Members.

5.9Proxiestc \l2 "5.9Proxies. At all meetings of Members, a Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Managers of the Company before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

5.10Action by Members Without a Meetingtc \l2 "5.10Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one (1) or more written consents describing the action taken, signed by the necessary Members entitled to vote and required to approve such action and delivered to the Managers of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when the Members required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

5.11Waiver of Noticetc \l2 "5.11Waiver of Notice. When any notice is required to be given to any Member, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

5.12Withdrawal and Expulsion of Memberstc \l2 "5.12Withdrawal and Expulsion of Members. There shall be no implied right of continuing employment with the Company (if an individual), and each employee shall be terminable at the discretion of the Managers, except as such right of termination may be restricted by the terms of employment set forth in a written agreement executed by the Managers. Members may withdraw, or be expelled, from the Company as follows:

5.12.1A Member may withdraw from the Company at any time effective upon not less than thirty (30) days' written notice to all of the other Members.

5.12.2A Member (other than the Initial Managers) may be expelled involuntarily from the Company if he or she is an individual and the employment of such Member with the Company is terminated for any reason whatsoever, whether with or without cause. Initial Managers may be expelled involuntarily from the Company only if such Person is removed as a Manager in accordance with Section 3.12 of this Agreement and the Company immediately satisfies or refinances any indebtedness for which personal assets or personal guarantees secure such indebtedness and any outstanding loans to the Company by such Person are immediately paid.

5.12.3Upon any such withdrawal or expulsion, such Member's Membership Interest shall be redeemed by the Company and such Member shall be paid an amount equal to the Fair Market Value (as defined below) of such Membership Interest, as determined in subsection 5.12.4 below, payable in five equal annual installments, without interest, the first installment commencing within one hundred eighty (180) days after the end of the Fiscal Year during which the effective date of such withdrawal or expulsion occurred. After the effective date of withdrawal or expulsion, such Member shall not share in any allocations of Net Income or Net Loss and shall have no further rights under this Agreement or, with regard to the Company, under the Georgia Act.

5.12.4At the annual meeting of the Members, the Members may, by unanimous vote of the Members, agree upon the "Fair Market Value Per Unit" that shall be paid to any Member who either withdraws or is expelled as a Member of the Company prior to the next annual meeting; provided, however, that if the Members fail to unanimously agree upon such Fair Market Value Per Unit for the applicable period, it shall be equal to a fraction, the numerator of which shall equal the fair market value of the business of the Company (as determined by an independent appraiser or certified public accountant selected by the Company in accordance with generally accepted accounting principles, and the determination of said independent appraiser or accountants shall be conclusive and final), and the denominator of which shall equal the aggregate number of Membership Units outstanding.

5.12.5"Fair Market Value" shall mean the product of the Fair Market Value Per Unit multiplied by the number of Membership Units beneficially owned by any Member who either withdraws or is expelled as a Member of the Company.

ARTICLE VI

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTStc \l1 "ARTICLE VICONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS6.1Members' Capital Contributionstc \l2 "6.1Members' Capital Contributions. Each Member shall contribute such amount as is set forth in Exhibit A hereto as its share of the Initial Capital Contribution.

6.2Additional Contributionstc \l2 "6.2Additional Contributions. Except as set forth in Section 6.1, no Member shall be required to make any further Capital Contributions. To the extent approved by majority vote or consent of the Managers, from time to time, the Members may be permitted to make additional Capital Contributions if and to the extent they so desire, and if the Managers determine that such additional Capital Contributions are necessary or appropriate in connection with the conduct of the Company's business (including without limitation, expansion or diversification). In such event, the Members shall have the opportunity (but not the obligation) to participate in such additional Capital Contributions on a pro rata basis in accordance with their Ownership Interests. Capital Contributions are due and payable on the date set forth in a written notice requesting an additional Capital Contribution given by the Managers to each Member, which date shall not be less than thirty (30) days from the date of the notice.

6.3Failure to Make Capital Contributionstc \l2 "6.3Failure to Make Capital Contributions. Should any Member make a portion, but not all, of its initial Capital Contribution or any subsequent additional Capital Contribution, or fail to pay such contributions when due, the other Members may contribute an aggregate amount equal to the Capital Contribution declined by the non-participating Member, thereby increasing in such proportion the participating Members' Ownership Interests. In such event, the Ownership Interest of a non-participating Member shall be diluted accordingly, and such Member shall be limited in right to provide future additional capital in proportion to its adjusted Ownership Interest as so diluted.

6.4Capital Contributions in Cashtc \l2 "6.4Capital Contributions in Cash. Except as approved by the Managers of the Company, or as set forth in this Agreement, funding of both initial and additional Capital Contributions to the Company shall be in cash, and not services or real or personal property.

6.5Withdrawal or Reduction of Members' Contributions to Capitaltc \l2 "6.5Withdrawal or Reduction of Members' Contributions to Capital. Except in the event of withdrawal or expulsion of a Member, a Member shall not receive out of the Company's property any part of such Member's Capital Contribution until all liabilities of the Company, except liabilities to Members on account of their Capital Contributions, have been paid or there remains, in the discretion of the Managers, property of the Company sufficient to pay such liabilities. A Member, irrespective of the nature of such Member's Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution.

ARTICLEVII

DISTRIBUTIONS TO MEMBERStc \l1 "ARTICLEVIIDISTRIBUTIONS TO MEMBERS7.1Distributions of Distributable Cashtc \l2 "7.1Distributions of Distributable Cash. All distributions of Distributable Cash, when such Distributable Cash exists (including, but not limited to, the net proceeds of any liquidated Portfolio Security), shall be made to the Members at such times and in such amounts as the Managers shall reasonably determine; provided, however, that the Company shall distribute to each Member, from Distributable Cash, an amount sufficient to satisfy all federal, state and local income tax liability attributable to each Member, at the greatest taxable rate applicable to any Member, on or before a date ninety (90) days after the end of a Fiscal Year. Distributions of Distributable Cash, to the extent thereof, shall be made in the following descending order of priority, and each of the items of higher priority shall be fully satisfied and funded prior to the satisfaction of funding of any succeeding priority:

7.1.1First, to any Manager or Member(s), or pro rata to them in proportion to the total obligations, in repayment of principal, interest and costs outstanding on any loans or indebtedness from third parties (including, but not limited to, banks or commercial lenders) paid or satisfied by them or from assets pledged by them, including, without limitation, personal guarantees to such banks on behalf of the Company indebtedness. Any such indebtedness outstanding hereunder shall be treated as a loan to the Company from the date paid or satisfied by such Persons and shall be payable to such Person on the terms established in the applicable instrument(s) paid by them.

7.1.2Second, to any Manager or Member, or pro rata to the Managers or Members, in repayment of principal, interest and costs outstanding on any other loans by such Persons to the Company.

7.1.3Third, the balance, if any, to the Members in accordance with their respective Ownership Interests.

7.2Limitation Upon Distributionstc \l2 "7.2Limitation Upon Distributions. No distribution shall be made to Members if prohibited by O.C.G.A. 14-11-407.

7.3Interest On and Return of Capital Contributionstc \l2 "7.3Interest On and Return of Capital Contributions. No member shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.

7.4Loans to Companytc \l2 "7.4Loans to Company. Nothing in this Agreement shall prevent any Member or Manager from making secured or unsecured loans to the Company by agreement with the Company upon terms different than those set forth below, however, the terms described below are deemed to be commercially reasonable. If, in their sole discretion (without obligation), any Member or Manager elects to loan money to the Company, such loan shall be evidenced by a promissory note (and such other documentation as shall be required by such lender) issued by the Company in favor of such lender. The terms of each loan shall be deemed commercially reasonable if the following terms are included, in general (these terms are illustrative and not exhaustive of all commercially reasonable terms):

7.4.1The term of the loan in not less than three (3) years, with interest only payable on a monthly basis for the first year, and principal and interest, payable monthly in equal installments during the last two years;

7.4.2The interest rate on the loan shall be not more than three (3) percentage points above the prime rate published in The Wall Street Journal (the "Prime Rate"). If during the term of the loan the Prime Rate published shall change, the rate of interest on the unpaid balance of principal of the note prior to maturity shall be increased or decreased, as the case may be, from time to time as of the anniversary of the execution of said note so that the interest on the unpaid principal of the note prior to maturity shall be equal to the Prime Rate of interest then published plus three percent (3%); provided, however, that in no event shall such interest rate exceed the maximum rate permitted under applicable law;

7.4.3The Company may prepay any such loan at any time without penalty; and

7.4.4The Member or Manager making such loan shall have a security interest in any real and personal property of the Company, and such security interest may be filed of record in all appropriate public records and shall remain in effect until said loan is repaid in full.

ARTICLE VIII

ALLOCATIONStc \l1 "ARTICLEVIIIALLOCATIONS8.1Capital Accounttc \l2 "8.1Capital Account. A capital account shall be established and maintained in all events for each Member in the manner provided under, and in accordance with, the Code, and applicable Treasury Regulations, including without limitation, Treasury Regulation 1.7041(b)(2)(iv), as amended, and in accordance with the other provisions of Treasury Regulation 1.7041(b) that must be complied with in order for the capital accounts to be determined and maintained in accordance with the provisions of such Treasury Regulations. Accordingly, a Member's capital account shall include generally, without limitation, the initial Capital Contribution of a Member, (i) increased by the Member's allocable share of income and gain (or items thereof) of the Company, including income and gain exempt from taxation, and income and gain described in Treasury Regulation 1.7041(b)(2)(iv)(g), but excluding income and gain described in Treasury Regulation 1.7041(b)(4)(i), and (ii) decreased by distributions of money or property (without taking into account the effect of Code Section 7701(g)), allocations of expenditures of the Company described in Code Section 705(a)(2)(B), and allocations of losses and deductions (or items thereof) of the Company, including losses and deductions described in Treasury Regulation 1.7041(b)(2)(iv)(g) but excluding loss deductions described in Treasury Regulation 1.7041(b)(4)(i) or 1.7041(b)(4)(iii), and (iii) as otherwise adjusted in accordance with the additional rules set forth in Treasury Regulation 1.7041(b)(2)(iv).

8.2Distributive Sharetc \l2 "8.2Distributive Share. For purposes of Code Sections 702 and 704, or the corresponding provisions of any future federal internal revenue law, or any similar tax law of any state or jurisdiction, the determination of each Member's distributive share of all items of income, gain, loss, deduction, credit or allowance of the Company for any period or year shall be made in accordance with, and in proportion to, such Member's Ownership Interest as it may then exist, unless otherwise required by Treasury Regulation 1.7041(b).

8.3Allocation of Profits and Lossestc \l2 "8.3Allocation of Profits and Losses.8.3.1Except as provided in Sections 8.1, all items of income, gain, loss, deduction or credit of the Company shall be allocated or charged to the Members for federal, state, and local (if any) income tax purposes according to the Members' respective Ownership Interests in the Company. The Company's "Net Profits" or "Net Losses" for each Fiscal Year shall be determined as soon as practicable after the close of that Fiscal Year (but in no event later than March 31 of the year next succeeding) in accordance with generally accepted accounting principles consistently applied and employed in the preparation of the federal, state, and local (if any) income tax returns filed by the Company for that year.

8.3.2In any Fiscal Year of the Company in which one Member has received aggregate distributions of Distributable Cash pursuant to Section 8.1 in excess of the aggregate distributions it would have received if distributions had been in proportion to the Members' respective Ownership Interests during that year, the Member receiving such excess shall have its respective allocation of the Company's gross income increased, and the Members not receiving such excess shall have their respective allocations of the Company's gross income reduced, by the dollar amount of such excess.

ARTICLE IX

BOOKS AND RECORDStc \l1 "ARTICLEIXBOOKS AND RECORDS9.1Accounting Periodtc \l2 "9.1Accounting Period. The Company's accounting period shall be the calendar year.

9.2Records and Reportstc \l2 "9.2Records and Reports. At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company. The Company shall keep at its principal place of business the following records:

9.2.1A current list of the full name and last known address of each Member, Economic Interest Owner and Manager;

9.2.2Copies of records to enable a Member to determine the relative voting rights, if any;

9.2.3A copy of the Articles of Organization of the Company and all amendments thereto;

9.2.4Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years;

9.2.5Copies of the Company's written Operating Agreement, together with any amendments thereto;

9.2.6Copies of any financial statements of the Company for the three most recent years.

9.3Tax Returnstc \l2 "9.3Tax Returns. The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished upon request to the Members within a reasonable time after the end of the Company's Fiscal Year.

ARTICLE X

TRANSFERABILITYtc \l1 "ARTICLEXTRANSFERABILITY10.1Generaltc \l2 "10.1General. Except as otherwise specifically provided herein, neither a Member nor an Economic Interest Owner shall have the right, without the Majority Vote of the Ownership Interests of the Members, and an opinion of legal counsel acceptable to the Company (including no violations of applicable federal and state securities laws or violations of the subscription documents) to: (i) sell, assign, pledge, hypothecate, transfer, exchange or otherwise transfer for consideration, (collectively, "sell" or "sale"); or (ii) gift, bequeath or otherwise transfer for no consideration (whether or not by operation of law, except in the case of bankruptcy), all or any part if its Membership Interest or Economic Interest; provided, however, that transfers made without valuable consideration made to trusts or otherwise pursuant to family planning or estate planning made after receipt by the Company of an opinion of counsel in a form acceptable to the Company (and subject to an irrevocable proxy to vote the Membership Interests in favor of the transferor Member) shall be deemed permissible transfers (subject to the other restrictions and provisions hereof). Membership Interests shall be subject to the following additional transfer restrictions:

10.1.1If a Member (the Selling Member) desires to sell, transfer, or assign all or any portion of his Membership Interest (collectively "Transfer"), the Selling Member shall first obtain a bona fide offer for the purchase of the Membership Interest, or portion thereof, that the Selling Member desires to sell, transfer, or assign. A bona fide offer for purposes of this Agreement means a good faith offer, in writing, containing no condition concerning the procurement of financing, entered into with a third party unaffiliated with the Selling Member (such unaffiliated third party hereinafter referred to as the Proposed Purchaser), with the intent to purchase and sell, and without fraud or collusion. Prior to any such Transfer, the Selling Member shall give written notice (the Transfer Notice) of the proposed Transfer to both the Company and the other Members (such other Members hereinafter referred to as the Non-Selling Members). A copy of the bona fide offer, and all other documents in connection with the proposed Transfer, shall be attached to the Transfer Notice. The Transfer Notice shall set forth all the material terms of the proposed Transfer, including, without limitation, (i) the name and address of the Proposed Purchaser, (ii) the number of Membership Units proposed to be transferred (the Transfer Units), (iii) the total consideration to be paid and the consideration to be paid per Transfer Share, and (iv) the method of payment. The Transfer Notice shall also provide that the Company and the Non-Selling Members shall have the right to purchase all, but not less than all, of the Transfer Units in accordance with the terms and conditions of this Agreement.

10.1.2Upon receipt of the Transfer Notice, the Company shall have thirty (30) days to elect to purchase all, but not less than all, of the Transfer Units for the total consideration to be paid as set forth in the Transfer Notice. If the Company elects to purchase the Transfer Units, it must do so by giving notice of its election to purchase the Transfer Units to the Selling Member and the Non-Selling Members within the foregoing thirty (30) day period. The closing for the purchase of the Transfer Units shall be held at the Companys principal place of business not later than the first business day that is sixty (60) days following the Companys receipt of the Transfer Notice. At the Companys option, the price paid at closing for the Transfer Units may be in cash, or in the same manner and on the same terms as specified in the Transfer Notice.10.1.3If the Company elects not to purchase the Transfer Units within the required thirty (30) day period referenced in subsection 10.1.2 above, the Selling Member shall then notify all of the Non-Selling Members in writing (the Member Notice) within forty-five (45) days following the Companys receipt of the Transfer Notice that the Non-Selling Members shall have the right to purchase all, but not less than all, of the Transfer Units for the total consideration to be paid as set forth in the Transfer Notice. Upon receipt of the Member Notice, each Non-Selling Member shall be entitled to acquire that portion of the Transfer Units as such Non-Selling Member's Units shall bear to the Membership Units owned by all of the Non-Selling Members. Each Non-Selling Member shall have fifteen (15) days after receipt of the Member Notice in which to accept the offer to purchase his proportionate part of the Transfer Units by delivering a written notice to that effect to the Selling Member. If any Non-Selling Member does not accept such offer, the remaining Non-Selling Members who accept such offer (the Electing Non-Selling Members) shall be notified in writing by the Selling Member, and they shall have an additional fifteen (15) days from the date of the receipt of such notice to purchase, in such proportions as they may agree among themselves, the unsold portion of the Transfer Units offered by the Selling Member. If the Electing Non-Selling Members are unable to agree among themselves as to the proportion of such unsold Transfer Units that each of them will acquire, each shall be entitled to purchase that portion of the Transfer Units as such Electing Non-Selling Members Units bear to the Membership Units of all the Electing Non-Selling Members. The closing for the purchase shall be held within sixty (60) days following the last receipt by a NonSelling Member of the Member Notice. Each Non-Selling Member who elects to purchase Membership Interest pursuant to this subsection 10.1.3 shall have the option to pay for his Membership Interest in cash at closing, or in the same manner and on the same terms as specified in the Transfer Notice.

10.1.4At the closing provided for in subsections 10.1.2 and 10.1.3 above, the Company or the Electing Non-Selling Members, as the case may be, shall purchase the Transfer Units. Upon receipt of payment of the purchase price as provided under this Article X, the Selling Member shall execute and deliver any and all instruments and documents necessary to effectuate the transfer of all of the Transfer Units to the Company or the Electing Non-Selling Members, as the case may be, free and clear of any and all taxes, debts, claims, judgments, liens or encumbrances.10.1.5If the Selling Member has received a bona fide offer for the proposed Transfer, Transfer Units not purchased by the Company or the Electing Non-Selling Members under the provisions of this Article X may be transferred to the Proposed Purchaser at any time within four (4) months from the date of the expiration of applicable notice and election periods but only in accordance with the price and terms specified therein, and subject to the condition that the Proposed Purchaser agrees to be bound by the terms and conditions of this Agreement and that the Membership Units shall continue to be subject to the terms of this Agreement.

10.2Transferee Not Member in Absence of Consent TC "10.2Transferee Not Member in Absence of Consent" \f C \l "2" .10.2.1Notwithstanding anything contained herein to the contrary, if the remaining Members do not approve by Majority Vote or written consent the proposed sale or gift (not otherwise a permissible gift) of the Transferring Member's Membership Interest or Economic Interest to a transferee or donee which is not a Member immediately prior to the sale or gift, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or donee shall be merely an Economic Interest Owner. No transfer of a Member's interest in the Company (including any transfer of the Economic Interest or any other transfer that has not been approved by Majority Vote or consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed, transferee or donee and the date of such transfer) has been provided to the Company and the nontransferring Member(s).

10.2.2Upon, and contemporaneously with, any sale or gift of a Transferring Member's Economic Interest in the Company that does not at the same time transfer the balance of the rights associated with the Economic Interest transferred by the Transferring Member (including, without limitation, the rights of the Transferring Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring Member, and the Transferring Member shall sell to the Company for a purchase price of $100.00, all remaining rights and interests retained by the Transferring Member that immediately prior to such sale or gift were associated with the transferred Economic Interest.

10.3Additional Members TC "10.3Additional Members" \f C \l "2" . From the date of the formation of the Company, any Person or Entity acceptable to the Members by Majority Vote thereof may become a Member of this Company either by the issuance by the Company of Membership Interests for such consideration as the Members by Majority Vote shall determine, or by Majority Vote as a transferee of a Member's Membership Interest or any portion thereof, subject to the terms and conditions of this Agreement. No new Members shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Managers may, at their option, at the time a Member is admitted, close the Company books (as though the Company's tax year had ended) or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company's tax year in which a Member was admitted in accordance with the provisions of 706(d) of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE XI

DISSOLUTION AND TERMINATIONtc \l1 "ARTICLEXIDISSOLUTION AND TERMINATION11.1Dissolutiontc \l2 "11.1Dissolution.The Company shall be dissolved upon the occurrence of any of the following events:

11.1.1When the period fixed for the duration of the Company shall expire pursuant to Section 2.5 hereof, or upon the distribution to the Members of the Portfolio Securities in accordance with their respective Ownership Interests (subject to any restrictions or prohibitions contained in the subscription documents), or liquidation of substantially all of the Portfolio Securities unless the Members agree to continue the Company by the consent of all remaining Members within thirty (30) days after the liquidation event;

11.1.2By the written agreement of the Members holding a Majority Interest; or

11.1.3Upon the withdrawal, removal, bankruptcy, insolvency, death or incompetency of a Member, the sale or redemption of a Member's entire Membership Interest, or the occurrence of any other event that terminates the continued membership of a Member in the Company pursuant to O.C.G.A. 14-11-601 or any other provision of the Georgia Act, (a "Withdrawal Event"), unless the business of the Company is continued by the consent of all the remaining Members within ninety (90) days after the Withdrawal Event and there are at least two (2) remaining Members. Each of the Members hereby agrees that within sixty (60) days after the occurrence of a Withdrawal Event other than the withdrawal, removal, sale or redemption of the entire interest by, bankruptcy, insolvency, death or incompetency of both of the Initial Managers (and provided that there are then at least two (2) remaining Members of the Company), they will promptly consent, in writing, to continue the business of the Company. Each of the Members further agrees promptly to consent, in writing, to continue the business of the Company upon a sale or gift either of a Member's entire Economic Interest to which all of the remaining Members do not consent within forty-five (45) days after the occurrence of such a sale or gift or upon a sale or gift of a Transferring Member's entire Membership Interest. Such consents shall be mailed or hand delivered to the principal place of business of the Company set forth in Section 2.3 hereof (or to such other address designated by the Managers) no later than fifty (50) days after each Withdrawal Event or transfer by Member of its entire Economic Interest or Membership Interest). The sole remedy for breach of a Member's obligation to consent to continue the business of the Company under this Section shall be money damages (and not specific performance).

11.1.4Notwithstanding anything to the contrary in this Agreement, if a Member or Members owning Ownership Interests that in the aggregate constitute not less than two-thirds (2/3) of the Ownership Interests vote to dissolve the Company at a meeting of the Company pursuant to Article VII, then all of the Members shall agree in writing to dissolve the Company as soon as possible, but in any event not more than ten (10) days thereafter. The sole remedy for breach of a Member's obligation to consent to dissolve the business of the Company under this Section shall be money damages (and not specific performance).

11.1.5If a Member who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the Member's executor, administrator, guardian, conservator, or other legal representative may exercise all of the Member's rights for the purpose of settling his or her estate or administering his or her property.

11.1.6Except as expressly permitted in this Agreement, a Member shall not voluntarily withdraw or take any other voluntary action which directly causes a Withdrawal Event. Unless otherwise approved by Members owning a Majority Interest, a Member who withdraws (a "Withdrawing Member") or whose Membership Interest is otherwise terminated by virtue of a Withdrawal Event, regardless of whether such Withdrawal Event was the result of a voluntary act by such Member, shall not be entitled to receive any distributions to which such Member would not have been entitled had such Member remained a Member. Except as otherwise expressly provided herein, a Withdrawing Member shall become an Economic Interest Owner. Damages for breach of this Section 11.1.6 shall be monetary damages only (and no specific performance), and such damages may be offset against distributions by the Company to which the Withdrawing Member would otherwise be entitled.

11.2Effect of Dissolutiontc \l2 "11.2Effect of Dissolution. Upon dissolution, the Company shall cease to carry on its business, except as permitted by O.C.G.A. 14-11-406 and publish the notice permitted by O.C.G.A. 14-11-608.

11.3Winding Up, Liquidation and Distribution of Assetstc \l2 "11.3Winding Up, Liquidation and Distribution of Assets.Upon dissolution, an accounting shall be made by the Company's independent accountants of the accounts of the Company and of the Company's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s) shall immediately proceed to wind up the affairs of the Company. If the Company is dissolved and its affairs are to be wound up, the Manager(s) shall:

11.3.1Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Manager(s) may determine to distribute any assets to the Members in kind);

11.3.2Allocate any profit or loss resulting from such sales to the Members' and Economic Interest Owners' in accordance with Article VIII hereof;

11.3.3Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company;

11.3.4Distribute the remaining assets in the following order:

11.3.4.1 If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such deemed sale.

11.3.4.2 The positive balance (if any) of each Member's and Economic Interest Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company's taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, as determined by the Manager(s), with any assets distributed in kind being valued for this purpose at their fair market value. Any such distributions to the Members in respect to their Capital Accounts shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

11.3.5Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation t