LIMITED LIABILITY COMPANY AGREEMENT


OF


BR MDA INVESTORS, LLC


 


THIS LIMITED LIABILITY
AGREEMENT (“Agreement”) of BR MDA INVESTORS, LLC, a Delaware limited liability company (the “Company”),
is effective as of December 17, 2012, between the Company and BABB LIMITED PARTNERSHIP, a Delaware limited partnership, as the
sole member of the Company (the “Member”).


 


RECITALS


 


A.           The
Member has caused the Company to be organized as a Delaware limited liability company in accordance with the Delaware Limited Liability
Company Act, as amended and in force from time to time (the “Act”).


 


B.           The
undersigned desires to execute this Agreement in order to set forth the terms and conditions under which the management, business,
and financial affairs of the Company will be conducted.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises, covenants, and conditions herein contained, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby covenants and agrees as follows:


 


ARTICLE I


PURPOSE AND POWERS OF COMPANY


 


1.01        Purpose.
The Company's purpose is to acquire, hold, invest, sell or otherwise dispose of assets which it shall from time to time own, and
to engage in any and all other related business activities.


 


1.02        Powers.
The Company shall have all powers of a limited liability company organized under the Act and not proscribed by the Act, its Certificate
of Formation, or this Agreement.


 


ARTICLE II


NAME AND ADDRESS OF INITIAL MEMBER


 


2.01        Name
and Address. The name, address, and initial membership interest of the initial Member is as follows:


 




    	 



    	 



    

 


	Name/Address	 	Membership Interest	 
	 	 	 	 	 
	BABB LIMITED PARTNERSHIP	 	 	100	%
	a Delaware limited partnership	 	 	 	 
	3415 Foxcroft Road	 	 	 	 
	Charlotte, NC 28211	 	 	 	 
	Attn. Nancy B. Falls	 	 	 	 



 


ARTICLE III


MANAGEMENT BY SOLE MEMBER


 


3.01         In
General. The powers of the Company shall be exercised by, or under the authority of, and the business and affairs of the Company
shall be managed under the direction of, the Member. Subject to the other provisions of this Agreement, the Member shall be entitled
to make all decisions and take all actions for the Company, including the execution of all documents, agreements, certificates,
and other writings in the name of, and on behalf of, the Company.


 


3.02         Indemnification.
The Company shall indemnify, defend, and hold harmless the Member (including its members, officers, directors, agents, employees,
and affiliates) to the fullest extent permitted under the Act against any and all liability, damage, loss, cost, or expense (including,
without limitation, attorneys’ fees) incurred by the Member arising out of any transaction or course of conduct relating
to the business and affairs of the Company.


 


3.03         Elimination
of Liability. In any proceeding brought in the right of the Company or by or on behalf of the Members of the Company, the damages
assessed against a Member arising out of a single transaction, occurrence, or course of conduct shall not exceed one dollar, unless
such member engaged in willful misconduct or a knowing violation of the criminal law.


 


3.04         Advances.
Expenses (including legal fees and expenses) of the Member (including its members, officers, directors, agents, employees, and
affiliates) incurred by the Member arising out of any transaction or course of conduct relating to the business and affairs of
the Company may be paid by the Company in advance of the final disposition of any proceeding relating thereto.


 


ARTICLE IV


CONTRIBUTIONS TO THE COMPANY AND
DISTRIBUTIONS


 


4.01      Member Capital Contributions.
The Member, upon execution of this Agreement, shall have contributed as the Member’s initial capital contribution the cash
and/or other property set forth on Exhibit A attached hereto.


 


4.02         Distributions
and Allocations. All distributions of cash or other property (except upon the Company’s dissolution which shall be governed
by the applicable provisions of the Act) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance
with its membership interest in the Company.


 




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ARTICLE V


MISCELLANEOUS PROVISIONS


 


5.01         Governing
Law. This Agreement shall be construed, enforced, and interpreted in accordance with the laws of the State of Delaware without
regard to conflicts of law provisions and principles thereof.


 


5.02         Amendments.
No amendment or modification of this Agreement shall be effective unless approved in writing by the Member.


 


5.03         Construction.
Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural, and the masculine
gender shall include the feminine and neuter genders, and vice versa.


 


5.04         Headings.
The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent, or intent of this Agreement or any provision hereof.


 


5.05         Heirs,
Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding
upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal
representatives, successors, and assigns.


 


5.06         Creditors.
None of the provisions of this Agreement shall be for the benefit of, or enforceable by any creditor of, the Company or the Member.


 




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The undersigned hereby
agree, acknowledge, and certify that the foregoing constitutes the sole and entire Limited Liability Company Agreement of the Company,
effective as of the date first written above.


 


	SOLE MEMBER:	BABB LIMITED PARTNERSHIP, a Delaware limited

partnership


 


	 	By:	/s/ Nancy B. Falls
	 	 	Nancy B. Falls, Managing Partner


 


	COMPANY:	BR MDA INVESTORS, LLC, 
	 	a Delaware limited liability company


 


	 	By:	Babb Limited Partnership, 
	 	 	a Delaware limited partnership
	 	Its:	Sole Member


 


	 	By:	/s/ Nancy B. Falls
	 	 	Nancy B. Falls, Managing Partner


 




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EXHIBIT A


 


Initial Capital Contribution of the Member


 


 


	Members	 	Cash or Property Contributed	 	 	Amount	 
	 	 	 	 	 	 	 	 	 
	Babb Limited Partnership	 	 		 	 	$	100	 
	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	 	 	 	$	100	 



 


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