“Officers” or “officers” has the meaning set forth in Section 8.1.     “Other Business” has the meaning set forth in Section 9.     “Person” means any individual, corporation, partnership, limited liability company, trust,joint venture, governmental entity or other unincorporated entity, association, or group.     “Sole Member” has the meaning set forth in the Preamble.     **2. Name.**The name of the Company is Broadlane Ventures, LLC.     **3. Purpose and Powers.**The purpose of the Company is (i) to engage in any lawful act or activityfor which limited liability companies may be organized under the Act. The Company shall have anyand all powers which are necessary or desirable to carry out the purpose and business of theCompany, including the ability to incur and guaranty indebtedness, to the extent the same may belegally exercised by limited liabilities companies under the Act. Notwithstanding anything hereinto the contrary, nothing set forth herein shall be construed as authorizing the Company to possessany purpose or power, or to do any act or thing, forbidden by law to a limited liability companyorganized under the laws of the State of Delaware.     **4. Registered Office and Agent.**The Company shall maintain a Delaware registered office and haveThe Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle,Delaware 19801, serve as the registered agent for the service of process as required by the Act.In the event the registered agent ceases to act as such for any reason or the registered officeshall change, the Company shall promptly designate a registered agent or file a notice of change ofaddress, as the case may be.     **5. Principal Office.**The Company shall have a single principal office which shall at all times belocated within the United States. The principal office shall be located at such place as shall bedesignated by the Board, which may thereafter be changed from time to time. The initial principalbusiness and mailing address of the Company shall be 13727 Noel Rd., Suite 1400, Dallas, Texas75240.     **6. Term.**The Company commenced upon the filing of the Certificate of Formation with the Secretaryof State of the State of Delaware and shall continue in existence in perpetuity until dissolved inaccordance with the Act and this Agreement.     **7. Board of Directors.**     7.1 Establishment. There is hereby established a committee (the “Board” or the“Board of Directors”) comprised of natural persons (the “Directors”) having theauthority and duties set forth in this Agreement. Any decisions to be made by the Board shallrequire the approval of a Majority of the Board. Except as provided in the immediately precedingsentence, no Director acting alone, or with any other Director or Directors, shall have the powerto act for or on behalf of, or to bind the Company. EachOperating Agreement of Broadlane Ventures, LLC.
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Director shall be a “manager” (as that term is defined in the Delaware Act) of the Company, but,notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights andpowers granted to such Director in this Agreement. Directors need not be residents of the State ofDelaware.     7.2 Powers. The business and affairs of the Company shall be managed solely by or under thesole direction of the Board. All actions outside of the ordinary course of business of the Companyto be taken by or on behalf of the Company shall require the approval of the Board.     7.3 Number of Directors; Term of Office. The authorized number of Directors is, as of thedate hereof, three. The Directors shall be elected by a majority in voting interest and shall holdoffice until their respective successors are elected and qualified or until their earlier death,resignation or removal. The initial Directors shall be: Patrick Ryan, Ian Sacks and Travis Nelson,and each such person shall hold office as a Director until his respective successor is elected andqualified or until his earlier death, resignation or removal.     7.3.1 The Sole Member may remove (with or without cause) any Director and fill the vacancy. Anyvacancy caused by such removal of a Director and not filled by the Sole Member may be filled by amajority of the votes of the Directors then in office, although less than a quorum, and anyDirector so elected to fill any such vacancy shall hold office until his successor is elected andqualified or until his earlier death, resignation or removal.     7.3.2 A Director may resign at any time by giving written notice to that effect to the Board. Anysuch resignation shall take effect at the time of the receipt of that notice or any later effectivetime specified in that notice; and, unless otherwise specified in that notice, the acceptance ofthe resignation shall not be necessary to make it effective. Any vacancy caused by any suchresignation or by the death of any Director or any vacancy for any other reason (including due tothe authorization by the Board of a newly created directorship) and not filled by the Sole Membermay be filled by a majority of the votes of the Directors then in office, although less than aquorum, and any Director so elected to fill any such vacancy shall hold office until his successoris elected and qualified or until his earlier death, resignation or removal.     7.4 Meetings of the Board. The Board shall meet at such time and at such place (eitherwithin or outside of the State of Delaware) as the Board may designate. Special meetings of theBoard shall be held on the call of the Chairman or any two Directors upon at least four days’ (ifthe meeting is to be held in person) or one day’s (if the meeting is to be held by telephonecommunications or video conference) oral or written notice to the Directors, or upon such shorternotice as may be approved by all Directors. Any Director may waive such notice as to himself. Arecord shall be maintained by the Secretary of the Company of each meeting of the Board.OperatingAgreement of Broadlane Ventures, LLC.
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     7.4.1 Conduct of Meetings. Any meeting of the Directors may be held in person,telephonically or by video conference.     7.4.2 Quorum. A majority of the Board shall constitute a quorum of the Board for purposesof conducting business. At all times when the Board is conducting business at a meeting of theBoard, a quorum of the Board must be present at such meeting. If a quorum shall not be present atany meeting of the Board, then the Directors present at the meeting may adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until a quorum shall bepresent. A Director may vote or be present at a meeting either in person or by proxy.     7.4.3 Attendance and Waiver of Notice. Attendance of a Director at any meeting shallconstitute a waiver of notice of such meeting, except where a Director attends a meeting for theexpress purpose of objecting to the transaction of any business on the ground that the meeting isnot lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board need be specified in the notice or waiver of notice of suchmeeting.     7.4.4 Actions Without a Meeting. Notwithstanding any provision contained in this Agreement,any action of the Board may be taken by written consent of Directors constituting a majority of theBoard without a meeting. Any such action taken by the Board without a meeting shall be effectiveonly if the consent or consents are in writing, set forth the action so taken and are signed by themajority of the Board.     7.5 Compensation of the Directors. Directors, as such, shall not receive any stated salaryfor their services, but shall receive such compensation for their services as may be from time totime agreed upon by the Board. In addition, a fixed sum and reimbursement for out-of-pocketexpenses of attendance, if any, may be allowed for attendance at each regular or special meeting ofthe Board; provided, that nothing contained in this Agreement shall be construed topreclude any Director (including the Chief Executive Officer) from serving the Company or any ofits subsidiaries in any other capacity and receiving compensation for such service.     7.6 Chairman of the Board. The Board may elect any one of the Directors to be the Chairmanof the Board (the “Chairman”). The initial Chairman of the Company shall be Patrick Ryan.At any time, the Chairman, if any, can be removed from his or her position as Chairman of theBoard. The Chairman, in his or her capacity as the Chairman of the Board, shall not have any of therights or powers of an officer of the Company. The Chairman shall preside at all meetings of theBoard and at all meetings of the Members at which he or she shall be present.OperatingAgreement of Broadlane Ventures, LLC.
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     **8. Officers.**     8.1 Appointment of Officers. The Board shall appoint individuals as officers(“officers”) of the Company, which may include a Chief Executive Officer, a President, aChief Financial Officer, a Secretary and such other officers (such as a Chief Operating Officer, aTreasurer or any number of Vice Presidents) as the Board deems advisable. No officer need be aMember of a Director. An individual may be appointed to more than one office. Each officer of theCompany shall be a ‘manager” (as that term is used in the Delaware Act) of the Company, but,notwithstanding the foregoing, no officer of the Company shall have any rights or powers beyond therights and powers granted to such officer in this Agreement. The officers of the Company as of thedate hereof are listed on the attached Schedule A.     8.2 Duties of Officers Generally. Under the direction of and, at all times, subject to theauthority of the Board, the officers shall have full and complete discretion to manage and controlthe day-to-day business, operations and affairs of the Company in the ordinary course of itsbusiness, to make all decisions affecting the day-to-day business, operations and affairs of theCompany in the ordinary course of its business and to take all such actions ad they deem necessaryor appropriate to accomplish the foregoing, in each case, unless the Board shall have previouslyrestricted (specifically or generally) such powers. In addition, the officers shall have such otherpowers and duties as may be prescribed by the Board or this Agreement. The Chief Executive Officerand the President shall have the power and authority to delegate to any agents or employees of theCompany, the rights and powers of officers of the Company to manage and control the day-to-daybusiness, operations and affairs of the Company in the ordinary course of its business, as theChief Executive Officer or the President may deem appropriate fromtime to time, in each case,unless the Board shall have previously restricted (specifically or generally) such powers.     8.3 Authority of Officers. Subject to Section 8.2, any officer of the Company shallhave the right, power and authority to transact business in the name of the Company or to act foror on behalf of or to bind the Company. With respect to all matters within the ordinary course ofbusiness of the Company, third parties dealing with the Company may rely conclusively upon anycertificate of any officer to the effect that such officer is acting on behalf of the Company.     8.4Removal, Resignation and Filling of Vacancy of Officers. The Board may remove anyofficer, for any reason or for no reason, at any time. Any officer may resign at any time by givingwritten notice to the Board, and such resignation shall take effect at the date of the receipt ofthat notice or any later time specified in that notice; provided that unless otherwise specified inthat notice, the acceptance of the resignation shall not be necessary to make it effective. Anysuch resignation shall be without prejudice to the rights, if any, of the Company or such officerunder this Agreement. A vacancy in any office because of death, resignation, removal or otherwiseshall be filled in the manner prescribed in this Agreement for regular appointments to that office.Operating Agreement of Broadlane Ventures, LLC.
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     8.5 Compensation of Officers. The officers shall be entitled to receive such compensationfrom the Company as may be determined by the Board.     8.6 Chief Executive Officer. Under the direction of and, at all times, subject to theauthority of the Board and any employment agreement or other agreement between the Chief ExecutiveOfficer and the Company, the Chief Executive Officer shall have general supervision over theday-to-day business, operations and affairs of the Company and shall perform such duties andexercise such powers as are incident to the office of chief executive officer of a corporationorganized under the GCL. The Chief Executive Officer shall have such other powers and perform suchother duties as may from time to time be prescribed by the Board.     8.7 President. Under the direction of and, at all times, subject to the authority of theBoard and any employment agreement or other agreement between the President and the Company, thePresident, if any, shall perform such duties and exercise such power as are incident of the officeof president of a corporation organized under the GCL. In the absence of the Chief ExecutiveOfficer, the President shall perform the duties of the Chief Executive Officer. The President shallhave such other powers and perform such other duties as may from time to time be prescribed by theBoard.     8.8 Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or causeto be kept and maintained, adequate and correct books and records of accounts of the properties andbusiness transactions of the Company, including accounts of its assets, liabilities, receipts,disbursements, gain, losses, capital and equity, and in general, shall perform all the dutiesincident to the office of the chief financial officer of a corporation organized under the GCL. TheChief Financial Officer shall have the custody of the funds and securities of the Company, andshall keep full and accurate accounts of receipts and disbursements in books belonging to theCompany. The Chief Financial Officer shall have such other powers and perform such other duties asmay from time to time be prescribed by the Board, the Chief Executive Officer or the President.     8.9 Secretary. The Secretary shall (a) keep the minutes of the meetings of the Members andthe Board in one or more books provided for that purpose; (b) see that all notices to be given bythe Company are duly given in accordance with the provisions of this Agreement and as required bylaw; (c) be custodian of the company records; (d) keep a register of the addresses of each Memberwhich shall be furnished to the Secretary by such Member; (e) have general charge of the Membersschedule; and (f) in general perform all duties incident to the office of the secretary of acorporation organized under the GCL. The Secretary shall have such other powers and perform suchother duties as may from time to time be prescribed by the Board, the Chief Executive Officer orthe President.     8.10 Other Officers. All other officers of the Company shall have such powers and performsuch duties as may from time to time be prescribed by the Board or the Chief Executive Officer.OperatingAgreement of Broadlane Ventures, LLC.
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     **9. Fiduciary Duties.**The fiduciary duties of any Director to the Company and its Members shall bethose of a director to a corporation and its shareholders under applicable law and any agreementbetween such Director and the Company or any affiliate thereof, including under the GCL.Notwithstanding anything to the contrary herein, (a) the Members and Directors are permitted tohave, and may presently or in the future have, investments or other business relationships withentities engaged in the business of the Company, and in related businesses other than through theCompany (an “Other Business”), and have and may develop a strategic relationship withbusinesses that are and may be competitive with the Company, (b) neither the Members nor Directorswill be prohibited by virtue of their investments in the Company from pursuing and engaging in anysuch activities, (c) neither the Members nor Directors will be obligated to inform the Company orthe other Members of any such opportunity, relationship or investment, (d) the involvement of themembers or the Directors in any Other Business will not constitute a conflict of interest by suchpersons with respect to the Company, and (e) neither the Members nor the Directors shall have anyduty or obligation to bring any “corporate opportunity” to the Company, regardless of whether suchopportunity is, from its nature, in the line of the Company’s business, is of practical advantageto the Company or is one that the Company is financially able to undertake. The officers, in theperformance of their duties as such, shall owe to the Members duties of loyalty and due care of thetype owed by the officers of a corporation to the stockholders of such corporation under the lawsof the State of Delaware.     **10. Performance of Duties: Liability of Directors and Officers.**In performing his or her duties,each of the Directors and the officers shall be entitled to rely in good faith on the provisions ofthis Agreement and on information, opinions, reports, or statements (including financial statementsand information, opinions, reports or statements as to the value or amount of the assets,liabilities, profits or losses of the Company or any facts pertinent to the existence and amount ofassets from which distributions to Members might properly be paid), of the following other Persons:(a) one or more officers or employees of the Company or any of its subsidiaries; (b) any attorney,independent accountant, or other person employed or engaged by the Company; or (c) any other personwho has been selected with reasonable care by or on behalf of the Company, in each case as tomatters which such relying person reasonably believes to be within such other person professionalor expert competence. The preceding sentence shall in no way limit any person’s right to rely oninformation to the extent provided in Section 19-406 of the Act. No individual who is a Director oran officer of the Company, or any combination of the foregoing, shall be personally liable underany judgment of a court, or in any other manner, for any debt, obligation, or liability of theCompany, whether that liability or obligation arises in contract, tort, or otherwise, solely byreason of being a Director or an officer of the Company or any combination of the foregoing.     **11 Indemnification.**     11.1 Notwithstanding Section 9, no Director or officer of the Company shall be liable tothe Company, any other Director, any other officer of the Company or to any Member for any losssuffered by the Company unless such loss is caused by such Director’s or such officer’s grossnegligence, willful misconduct, intentional violation of law or material breach of this Agreement,or any other agreement between the CompanyOperatingAgreement of Broadlane Ventures, LLC.
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and such Director or officer of the Company. To the fullest extent allowed by law, each Directorand each officer shall be indemnified and held harmless by the Company, including advancement ofreasonable attorney’s fees and other expenses from and against all claims, liabilities, andexpenses arising out of any management of Company affairs; provided that such Director’s orofficer’s course of conduct was pursued in good faith and did not constitute gross negligence orwillful misconduct on the part of such Director or officer and otherwise was in accordance with theterms of this Agreement. The rights of indemnification provided in this Section 11 areintended to provide indemnification of the Directors and the officers to the fullest extentpermitted by the GCL regarding a corporation’s indemnification of its directors and officers andwill be in addition to any rights to which the Directors or officers may otherwise be entitled bycontract or as a matter of law and shall extend to his heirs, personal representatives and assigns.The absence of any express provision for indemnification herein shall not limit any right ofindemnification existing independently of this Section 11. The rights granted pursuant tothis Section 11 shall have the effect of limiting or denying any such proceeding (whethercivil, criminal, administrative or arbitrative) arising prior to any amendment, modification orrepeal. It is expressly acknowledged that the indemnification provided in this Section 11could involve indemnification for negligence or under theories of strict liability. Each Director’sand each officer’s right to indemnification pursuant to this Section 11 may be conditionedupon the delivery by such Director or such officer of a written undertaking to repay such amount ifsuch individual is determined pursuant to this Section 11 or adjudicated to be ineligiblefor indemnification, which undertaking shall be an unlimited general obligation.     11.2 The Company may indemnify and advance expenses to any person, as determined by the Board, byreason of the fact that such Person was an employee or agent of the Company or any of itssubsidiaries or is or was serving at the request of the Company or any or its subsidiaries as amanager, Director, officer, partner, venture, proprietor, trustee, employee, agent or similarfunctionary of another foreign or domestic limited liability company, corporation, partnership,joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against anyliability asserted against him or her and incurred by him or her in such a capacity or arising outof his or her status as such a Person to the same extent that it shall indemnify and advanceexpenses to Directors and officers under this Section 11.     **12. Insurance.**The Company may purchase and maintain insurance, at its expense, to protect itselfand any Person who is or was serving as a Director, officer, employee or agent of the Company or isor was serving at the request of the Company as a manager, director, officer, partner, venture,proprietor, trustee, employee, agent or similar functionary of another foreign or domesticliability company, corporation, partnership, joint venture, sole proprietorship, trust, employeebenefit plan or other enterprise against any liability asserted against him or her and incurred byhim or her in such capacity or arising out of his or her status as such a Person to the same extentthat it shall indemnify and advance expenses to Directors and officers under this Section10.Operating Agreement of Broadlane Ventures, LLC.
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     **13. SavingsClause.**If Section 11 or any portion thereof shall be invalidated on any groundby any court of competent jurisdiction, then the Company shall nevertheless indemnify and holdharmless each Director, officer or any other person indemnified pursuant to Section 11 asto costs, charges and expenses (including attorney’s fees), judgments, fines and amounts paid insettlement with respect to any action, suit or proceeding, whether civil, criminal, administrativeor investigative to the fullest extent permitted by any applicable portion of Section 11 that shallnot have been invalidated and to the fullest extent permitted by applicable law.     **14. Members.**The Company presently has one member. The name and the mailing address of the SoleMember is as follows:     The Broadlane Group, Inc.     13727 Noel Rd., Suite 1400     Dallas, Texas 75240     **15. Member Action Without a Meeting.**Unless otherwise restricted by this Agreement, any actionrequired or permitted to be taken at a meeting of the Members may be taken without a meeting if aconsent in writing, setting forth the action so taken, is signed by the Sole Member.     **16. Capital Contributions.**The Sole Member has contributed $1.00 to the capital of the Company andhas received 100% of the Company’s membership interests. At any time and from time to time, theSole Member may make additional capital contributions to the capital of the Company. In no eventshall the Sole Member be required to make additional contributions.     **17. Allocation of Profit and Losses.**Except as may otherwise be required by applicable U. S.Treasury regulations (including U. S. Treasury regulations applicable to allocations attributableto Company indebtedness), all profits and losses and all related items of income, gain, loss,deduction, and credit of the Company shall be allocated, charged, or credited to the capitalaccounts of each of the Members in accordance with their membership interests.     **18. Distributions.**The Members will receive distributions if, upon winding up of the Company, theassets or proceeds available exceed the amount required for the payment and discharge of all of theCompany’s debts and liabilities. Other than as stated above, distributions to the Members shall bein the discretion of the Sole Member. The Sole Member may, in its discretion make distributions toa Member which may include a return of all or any part of the Member’s contribution. The Membershave no right to demand or receive property other than cash from the Company in return for theircapital contributions.     **19. No State-Law Partnership.**The Company shall not be considered a partnership (including, withoutlimitation, a limited partnership) or joint venture, and no Member shall be a partner or jointventure of any other Member for any purposes other than as the Sole Member may determine, and thisAgreement shall not be construed to suggest otherwise.     **20. Title to Company Property.**All assets and property owned by the Company, whether real orpersonal, tangible or intangible, shall be deemed to be owned by the Company asOperating Agreement of Broadlane Ventures, LLC.
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an entity, and no Member, individually, shall have any ownership of such property. All of theCompany’s assets and properties shall be recorded as the property of the Company on its books andrecords. **21.** **Books and Records.**The Sole Member shall maintain or cause the Company to maintain books andrecords as required by, and in accordance with, the Act, including specifically accounting books.Such books shall be kept at the principal office of the Company and shall be maintained inaccordance with the terms of this Agreement. The fiscal year of the Company shall terminate on thelast day of December in each year, and the Sole Member shall keep the accounting books of theCompany on such basis.  **22.** **Bank Accounts.**Funds of the Company shall be deposited in a Company account or accounts in thebank or banks as selected by the Company. Withdrawals from these bank accounts shall only be madeby (a) the Sole Member or (b) such other parties as may be approved by the Sole Member.  **23.** **Amendments.**Amendments to this Agreement may be made only with the consent of the Sole Memberor, if at such time there shall be additional Members, all the Members.  **24.** **Assignment of Interest of a Member.**A Member may assign in whole or part such Member’smembership interest in the Company only with the consent of the Sole Member.  **25.** **Withdrawal or Resignation.**A Member may withdraw from the Company in accordance with the Act.  **26.** **Additional Members and Membership Interests.**Additional persons may be admitted to the Companyas members and membership interests may be created and issued to such persons on such terms andconditions as the Sole Member shall determine and as shall be reflected in an appropriate amendmentto this Agreement that is approved by all the Members.  **27.** **Liability of Members.**     27.1 The Members shall not have any liability for the debts, liabilities, contracts or otherobligations of the Company except to the extent of a Member’s share of the assets (includingundistributed revenues) of the Company. The Sole Member shall not be required to make any loans tothe Company. The Company shall indemnify and hold harmless the Sole Member in the event such SoleMember becomes liable, notwithstanding the preceding sentence, for any debt, liability, contract orother obligation of the Company.     27.2 The Sole Member exercising management powers or responsibilities for or on behalf of theCompany shall not have personal liability to the Company or its Members for damages for any breachof duty in such capacity, provided that nothing in this Section 27.2 shall eliminate orlimit the liability of the Sole Member if a judgment or other final adjudication adverse to theSole Member establishes that the Sole Member’sOperating Agreement of Broadlane Ventures, LLC.
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acts or omissions were in bad faith or involved intentional misconduct or a knowing violation oflaw, or that the Sole Member personally gained through such act or omission a financial profit orother advantage to which the Sole Member was not legally entitled.     **28. Indemnification.**To the fullest extent permitted by law, the Company shall indemnify, holdharmless, protect and defend each of the Members, and officers, employees and agents, if any, ofthe Company (collectively, the “Indemnitees”), against any losses, claims, damages orliabilities, including, without limitation, legal and other expenses incurred in investigating ordefending against any such loss, claim, damages or liabilities, and any amounts expended insettlement of any claim (collectively, “Liabilities”), to which any Indemnitee may becomesubject by reason of any act or omission (even if negligent or grossly negligent) performed oromitted to be performed on behalf of the Company or by reason of the fact that such Indemnitee isor as a Member, or officer, employee, or agent of the Company or is or was serving at the requestof the Company as a director, trustee, manager, officer, employee or agent of another corporation,partnership, joint venture, limited liability company, trust or other enterprise; provided,however, that no indemnification may be made to or on behalf of any Indemnitee if ajudgment or other final adjudication adverse to such Indemnitee establishes (a) that his or heracts or omissions were committed in bad faith or involved intentional misconduct or a knowingviolation of law or (b) that he or she personally gained through such an act or omission afinancial profit or other advantage to which he or she was not legally entitled. The provisions ofthis Section 28 shall continue to afford protection to each Indemnitee regardless ofwhether such Indemnitee remains a Member, officer, employee, or agent of the Company. Any indemnityunder this Section 28 or otherwise shall be paid out of and to the extent of the Company’sassets only. Unless the Sole Member otherwise determines, the Company shall pay the expensesincurred by an Indemnitee in connection with any proceeding in advance of the final disposition ofsuch proceeding, upon receipt by the Company of an undertaking of such Indemnitee to repay suchpayment if there shall be a final adjudication or determination that such Indemnitee is notentitled to indemnification as provided herein.     **29. Dissolution.**The Company shall dissolve, and its affairs shall be wound up (unless the SoleMember or, if at such time there shall be additional Members, all of the Members, agree to continuethe business), upon the first to occur of the following:     (a) The unanimous consent of all the Members to dissolve this Company; or     (b) The assignment, sale, transfer, or other disposition, (including dispositions by operation oflaw) of all of the Company’s assets.     **30. Governing Law.**This Agreement shall be governed by and construed in accordance with the laws ofthe State of Delaware applicable to agreements made and to be performed entirely within such State,without regard to the principles of conflict of laws of such State.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]Operating Agreement of Broadlane Ventures, LLC.
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     **IN WITNESS WHEREOF**, the undersigned, intending to be legally bound hereby, have duly executed thisAgreement as of July 22, 2010.      **SOLE MEMBER**