AMENDED AND RESTATED OPERATING … 2 Amended and Restated Operating Agreement of Personal Connected Health Alliance, LLC A Illinois Limited Liability Company (Manager Managed)

AMENDED AND RESTATED OPERATING AGREEMENT

OF

Personal Connected Health Alliance, LLC

An Illinois Limited Liability Company

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Amended and Restated Operating Agreement of Personal Connected Health Alliance, LLC

A Illinois Limited Liability Company (Manager Managed)

ARTICLE 1 DEFINITIONS

The following terms used in this Amended and Restated Operating Agreement shall have the following meanings (unless otherwise expressly provided herein): “Act” shall mean the Illinois Limited Liability Company Act, as amended “Adopter Participant” shall mean all those Special Participants who so qualify in accordance with the provisions of Section 10 and Section 11. “Affiliate” or “Affiliates” shall mean an entity that directly or indirectly controls another entity via beneficial ownership of more than fifty percent (50%) of the voting power or equity in another entity (“Control”), or is Controlled by another entity, or is under common Control with another entity, so long as such Control exists. “Articles of Organization” shall mean the Articles of Organization of the Company, as filed with the Secretary of State of Illinois, as the same may be amended from time to time. “Assignee” shall mean the owner of an Economic Interest only who is not a Member. “Board of Managers” means the body initially designated as such pursuant to Section 6.1, and thereafter constituted in accordance with the terms of this Operating Agreement. “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute. “Company” shall refer to Personal Connected Health Alliance, LLC. “Contribution” shall have the meaning given in Article 14 of this Operating Agreement. “Contribution Percentage” shall have the meaning set forth in Section 16.1. “Contributor” shall mean all Participants in the Company who so qualify in accordance with the provisions of Section 11.2. “Design Guideline” shall have the meaning given in Article 14 of this Operating Agreement. “Developing Market Participant” shall mean all Participants in the Company who so qualify in accordance with the provisions of Section 11.8.

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“Draft Design Guideline” shall have the meaning given in Article 14 of this Operating Agreement. “Distributable Cash” means all cash, revenues and funds received by the Company, 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; (ii) all cash expenditures incurred incident to the normal operation of the Company’s business; and (iii) such reserves as the Board of Managers deems reasonably necessary to the proper operation of the Company’s business, which shall include any reserve requirements or new business opportunity pool funding requirements imposed on the Company by the Members. “Economic Interest” shall mean a Member’s or Assignee’s share of one or more of the Company’s Net Profits, Net Losses and distributions of the Company’s assets pursuant to this Operating Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including, the right to vote on, consent to or otherwise participate in any decision of the Members. “Economic Interest Owner” means an owner of any Economic Interest. “Governmental Entity Participant” shall mean all those Special Participants who so qualify in accordance with the provisions of Section 10 and Section 11. “Liquidity Event” means the sale of all or substantially all of the Company’s assets, a public offering of the Company’s securities, a sale of a controlling interest in the Company or any transaction, however characterized, having like effect. “Majority Interest” shall mean one or more interests of Members in net profits as set forth in Section 16.1, which taken together exceed fifty percent (50%) of the aggregate of all such interests in net profits held by Members only and not Assignees. “Majority Vote” or “Majority Approval” or “Affirmative Vote” means, with respect to decisions required to be made of Members, an affirmative vote of the holders of a majority of the designated Membership Interests is required to approve the relevant action. “Manager” means a Person initially designated as a member of the Board of Managers by this Operating Agreement pursuant to Section 6.1, or thereafter elected to such position in accordance with the terms of this Operating Agreement. “Member” shall mean each of the parties who executes a counterpart of this Operating Agreement as a Member, including each of the parties who may hereafter become Members. If a Person is a Member immediately prior to the purchase or other acquisition by such Person of a Membership Interest or 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. The Members shall be those Persons identified as such on the attached Exhibit 16.1.

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“Membership Interest” or “Interest” shall mean the interest of a Member in the Company including such Member’s Economic Interest and such other rights and privileges that the Member may enjoy by virtue of being a Member. “Necessary Claims” shall have the meaning given in Article 14 of this Operating Agreement. “Originating Promoters” shall mean entities whose Originating Promoters Participation Agreements were executed and received by the Continua Health Alliance, an Oregon nonprofit corporation (“Continua Alliance”), prior to, or contemporaneous with the organizational meeting of the Continua Alliance, and who have continuously thereafter maintained their Originating Promoters Participation Agreements in good standing, including after the date of assignment of such agreement to the Company by Continua Alliance. Except as set forth in Section 6.1 or where specifically called out as Originating Promoters, all references to Promoters shall include Originating Promoters, including but not limited to Section 11.1. An Originating Promoter’s rights under this participation level shall forever terminate upon their failure to renew or otherwise maintain their participation in the Company at the Originating Promoter participation level. “Operating Agreement” shall mean this agreement as originally executed and as amended from time to time. “Participant” shall mean a general reference to all Originating Promoters, Promoters and Contributors who have so qualified for such classifications pursuant to the provision of this Operating Agreement. For the avoidance of doubt, Participants are not Members, as such term is defined in the Act. “Participation Agreement” shall mean the applicable Originating Promoter Participation Agreement, Promoter Participation Agreement, Contributor Participation Agreement, Governmental Entity Participation Agreement, Supporting Participation Agreement, Provider Group Participation Agreement, Research and Education Entity Participation Agreement, Adopter Participation Agreement, Developing Markets Participation Agreement, PCHA Participation Agreement and/or University Participation Agreement approved by the Board of Managers of the Corporation and applicable to the Participant in context of each use of that term herein. “PCHA Participant” shall mean all those Special Participants who so qualify in accordance with the provisions of Section 10 and Section 11. “Person” shall mean any individual or entity, or such individual’s or entity’s heirs, executors, administrators, legal representatives, successors, and assigns where the context requires. “Profit Percentage” shall have the meaning set forth in Section 16.1. “Profits” and “Losses” shall mean, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated

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separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss). “Promoter” shall mean all Participants of the Company who so qualify in accordance with the provisions of Section 10 and Section 11. “Provider Group Participant” shall mean all those Special Participants who so qualify in accordance with the provisions of Section 10 and Section 11. “Regulations” means the regulations promulgated under the Code. “Research and Education Entity Participant” shall mean all those Special Participants who so qualify in accordance with the provisions of Section 10 and Section 11. “Secretary of State” means the Illinois Secretary of State. “Special Participant” shall mean Governmental Entity Participants, Supporting Participants, Provider Group Participants, Research and Education Entity Participants, Adopter Participants, Developing Markets Participants, PCHA Participants and University Participants who so qualify for such classification pursuant to the provisions of this Operating Agreement. Except as otherwise provided for in charter for such participant classes set forth in Section 11, all Special Participants shall have the general rights and obligations of all other Participants. “Supporting Participant” shall mean all those Special Participants who so qualify in accordance with the provisions of Section 10 and Section 11. “Tax Distribution” means a distribution to each Member in an amount equal to the highest combined federal, state and local income tax rate applicable to any Member on the Company’s taxable income for the calendar year at issue. “Transfer” means to assign, sell, pledge, encumber or otherwise dispose of all or any part of an interest in the Company, either voluntarily or involuntarily, by operation of law or otherwise. “University Participant” shall mean all those Special Participants who so qualify in accordance with the provisions of Section 10 and Section 11.

ARTICLE 2 FORMATION OF COMPANY

2.1 Formation. On February 20, 2014, the Member organized the Company as an Illinois Limited Liability Company by executing and delivering articles of organization to the Secretary of State in accordance with and pursuant to the Act. 2.2 Name. The name of the Company is Personal Connected Health Alliance, LLC. 2.3 Principal Place of Business. The principal place of business of the Company within the State of Illinois shall be at 33 West Monroe, Suite 1700, Chicago, IL 60603. The Company may

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locate its places of business and registered office at any other place or places as the Board of Managers may from time to time deem advisable within or without the State of Illinois. 2.4 Registered Office and Registered Agent. The Company’s registered office shall be at the office of its registered agent at 33 West Monroe, Suite 1700, Chicago, IL 60603, and the name of its registered agent at such address shall be Racquel R. Orenick. 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 pursuant to the Act. 2.5 Existence. The existence of the Company shall be perpetual, unless the Company is earlier dissolved in accordance with either the provisions of the Act or this Operating Agreement.

ARTICLE 3 BUSINESS OF THE COMPANY

3.1 Specific Objectives and Purposes. The purpose of the Company shall be to establish an eco-system of interoperable personal connected health systems and services through rapid, broad and open industry adoption of existing and new standards and specifications for the interchange of personal health and wellness information between patients, vendors, doctors, and other organizations involved in the healthcare industry. In furtherance of these efforts, the Company and its Participants shall seek to solicit the participation and comments of all interested parties on a fair, equitable and open basis. As part of these efforts, the Company may interface with other groups or bodies developing standards and specifications related to the connected health platform. The Company will be responsible for driving improvements or changes into existing standards bodies where needed for interoperability of personal connected health devices. The Company acknowledges that global standards are needed to define interoperability requirements among personal connected health devices so that consumers can combine devices and services and create a full interoperable personal connected health system. The Company further acknowledges that standards have the potential to enable innovation and grow the ecosystem in order to make personal connected health systems a reality. The Company shall also engage in the development of subject matter expertise, public policy positions, education, events and other such activities in furtherance of the global adoption of such standards and personal connected health. 3.2 Compliance with Antitrust Laws. 3.2.1 The Member and each of the Participants of the Company is committed to fostering competition in the development of new products and services, and the Design Guidelines proposed to be developed are intended to promote such competition. Each Participant further acknowledges that it may compete with the others in various lines of business and that it is therefore imperative that they and their representatives act in a manner which does not violate any applicable state, federal or international antitrust laws or regulations.

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3.2.2 Accordingly, each Participant hereby assumes responsibility to provide appropriate legal counsel to its representatives acting under this Operating Agreement regarding the importance of limiting the scope of their discussions to the topics that relate to the purposes of the Company, whether or not such discussions take place during formal meetings, informal gatherings, or otherwise. Each Participant further acknowledges that they and all other Participants are free to develop competing technologies and standards and to license its intellectual property rights including, but not limited to, patent rights to third parties, including without limitation, to enable competing technologies and standards. 3.2.3 Each Participant further agrees to comply with the antitrust guidelines or such other guidelines as the Board of Managers may adopt from time to time to assure compliance with applicable antitrust laws and regulations.

ARTICLE 4 NAMES AND ADDRESSES OF MEMBERS

The names and addresses of the Members are set forth on Exhibit 16.1 hereto. 4.1 The Member. The Member shall be Healthcare Information and Management Systems Society.

ARTICLE 5 MEMBERSHIP INTERESTS

5.1 Membership Interests. There shall be one class of Membership Interests in the Company. Each Membership Interest shall, together with all other Membership Interests of a Member, represent such Member’s interest in (A) the capital of the Company as set forth on Exhibit 16.1, (B) the profits, losses and allocations of the Company from and after the date of the issuance of such Membership Interest, including any increase in the value of the Company’s assets and business from and after the date of issuance of such Membership Interest, and (C) distributions (including in-kind distributions) made by the Company, all as more specifically set forth in this Operating Agreement. 5.2 Rights and Duties of Members. The holders of Membership Interests shall have the rights and duties set forth in Article 7, together with the following approval rights: 5.2.1 Approval Rights. The Company shall not be entitled to perform any of the following acts without the unanimous consent of the Members: 5.2.1.1 amend this Operating Agreement or the Articles of Organization in such a way that could adversely affect the rights, preferences or privileges of the Membership Interests; or 5.2.1.2 effectuate the issuance of additional Membership Interests; or 5.2.1.3 approve the merger or consolidation of the Company with any other

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company, or the sale or other disposition of all or substantially all of the assets of the Company, or any other sale or disposition assets that would have the effect of materially reducing the Company’s net asset value except as provided in Section 6.3.9; or 5.2.1.4 approve the dissolution of the Company, the liquidation of its assets or the permanent cessation of the Company’s business operations; or 5.2.1.5 acquire stock, assets or other property for consideration having a value equal to or greater than 50% of the retained earnings of the Company at the time of the acquisition; or 5.2.1.6 borrow in any transaction or series of transactions from any Person, including banks and other lending institutions, and in connection therewith, to encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; or 5.2.1.7 approve the classes or types of investments that the Company may make and the parameters under which such approved investments may be made; or 5.2.1.8 remove any Manager appointed by the Member or the ex officio Managers; or 5.2.1.9 subject to Section 6.3.9, change the maximum or minimum number of Managers of the Company.

ARTICLE 6 MANAGEMENT OF COMPANY

6.1 Board of Managers. A Board of Managers, consisting of not less than five (5) and not more than twenty (20) individuals, shall manage the business and affairs of Company. 6.1.1 Selection of Board of Managers. The initial Board of Managers shall be composed of those individuals set forth on Exhibit 6.1.1 and with an initial term as noted in Exhibit 6.1.1. Thereafter, each Manager shall hold office until his successor shall have been elected and qualified unless he resigns or is removed or replaced in accordance with the Act or this Operating Agreement 6.1.2 Composition of the Board of Managers. The Board of Managers shall be comprised of: no more than fifteen (15) elected, voting Managers comprised of representatives of the Originating Promoters and Promoters pursuant to the selection procedures defined in Section 6.1.3; plus up to five (5) voting Managers appointed by the Member; plus the President/CEO of the Member and the Executive Vice President of the Company serving as non-voting ex officio Members. Managers need not be Members of the Company but shall be natural persons. Except for such Managers appointed by the Member from time to time and the ex officio Managers, all Managers must be employees of an Originating Promoter or a Promoter and the Originating

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Promoter or Promoter must have status as an Originating Promoter or Promoter of the Company for no less than six (6) consecutive months immediately prior to the appointment.

6.1.3 Election and Appointment. For a period of not less than six (6) years, all Originating Promoters shall be entitled to appoint one (1) natural person to the Board of Managers. Thereafter, Originating Promoters shall be subject to the election and appointment procedures set forth as follows in the Section 6.1.3. The elected seats shall be filled by election from among individual representatives of the Promoters. Promoters, wishing to have a representative nominated for an Elected Seat must provide written notice of the same to the Board of Managers sixty (60) days prior to the scheduled date for the upcoming Annual Meeting of the Board of Managers. No Promoter may have more than one (1) employee or representative elected to the Board of Managers at any given time. For purposes of this Operating Agreement, a Promoter and its Affiliates shall be deemed as one (1) Promoter. Voting for the Elected Seats shall be by electronic ballot completed and received according to election procedures as established by the Board of Managers. Each voting Manager may cast one (1) vote per candidate, and may vote for as many candidates as the number of open Elected Seats. The candidates receiving the highest number of votes shall be elected, up to the number of Elected Seats. In the event of a tie between two (2) or more individuals seeking election to the Board, the existing members of the Board of Managers who are not otherwise tied for re-election to the Board of Managers shall, via majority vote, break any and all ties in the election of the new Board of Managers. Each Promoter may also appoint an alternate representative of its manager to serve on the board of managers on a temporary basis should its appointed manager become unavailable. Even if an appointed manager is present, such manager’s alternate representative may also attend meetings of the board of managers, but in a nonvoting capacity. 6.1.4 Terms. Except for the initial terms of individuals serving on the initial Board of Managers as described in Section 6.1.1 above, the term of each Manager other than the ex officio Managers shall be two (2) years, or until that manager’s replacement is elected. Managers shall be eligible for one additional, consecutive two (2) year term unless the number of Promoters does not permit the replacement of a Promoter representative from another Promoter. In such case, the Manager shall be entitled to additional terms until such time as the number of Promoters permits another Promoter to serve on the Board. Should a Promoter with a representative on the Board of Managers terminate its participation as a Promoter, such representative’s term on the Board off Managers shall terminate immediately. 6.1.5 Vacancy. In the event the individual serving on the Board of Managers resigns or is removed by the Promoter as its representative, the Promoter may replace such manager with another employee by providing the Company with written notice. Except as otherwise herein provided, any Manager whose employment terminates for any reason with the Promoter it represents, shall be conclusively deemed to resign from the Board of Managers. A Manager appointed to fill a vacancy on the Board of Managers shall hold office until the end of the term of the individual being replaced or until his or her death, resignation or removal from office. 6.1.5.1 If the Promoter who has the right under this Section to appoint a replacement manager fails to appoint such manager within the time prescribed, or if the vacancy has occurred because the Promoter employing the manager has terminated its participation as a

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Promoter in the Company, the vacancy shall not be filled until the next regularly scheduled election of managers. 6.1.5.2 In the event that two (2) or more Promoters are merged or acquired by another Promoter, the resulting or acquiring Promoter shall designate which of the managers is to remain on the Board and the other manager will be removed from the Board immediately upon the closing of the acquisition or merger. The vacancy created by the merger or acquisition shall not be filled until the next regularly scheduled election of managers. 6.2 Management; Meetings of the Board of Managers. 6.2.1 Authority to Act. The Board of Managers is charged with the responsibility and vested with the exclusive authority to manage the Company’s business except in those cases in which the approval of any Member or class of Members is expressly required by this Operating Agreement or by the Act or as otherwise provided in this Agreement. A Member who takes any unauthorized action purportedly on behalf of the Company shall indemnify and hold the Company harmless from any costs or damages incurred by the Company as a result thereof. In furtherance of its authority, the Board of Managers is authorized and empowered to perform any and all acts customary or incident to the management of the Company’s business. An affirmative vote of a majority in number of all Managers shall be required to approve such action. 6.2.2 Regular Meetings. The Board of Managers shall hold not less than two (2) regularly scheduled meetings each year, which meetings shall be called and held pursuant to notice given by the Chairperson of the Board at times and places reasonably convenient for the Managers. Each such notice shall state the purpose(s) of the meeting in reasonable detail and shall be given to each Manager not less than thirty (30) days prior to the date of such meeting unless notice is waived by each Manager. The primary means for the provision of notice shall be via electronic mail to the manager at the electronic mail address as it appears on the records of the Company, provided that the manager to be contacted shall acknowledge personal receipt of the electronic message by a return electronic message or telephone call within three (3) business days of the first notification. If notification is provided by mail (including the U.S. Postal Service, express courier services and the like), such notice shall be deemed to be delivered when deposited in the mail addressed to the manager at his or her address as it appears on the records of the Company, with postage prepaid. Personal notification may also include notification by telephone, facsimile, or other electronic means; provided, however, such notification shall be subject to any and all acknowledgment requirements as may be set forth in the Act. 6.2.3 Special Meetings. Special meetings of the Board may be called and given notice by the Chairperson of the Board, the Executive Vice President or twenty percent (20%) of the Managers currently in office. 6.2.4 Waiver of Notice. A Manager may at any time waive any notice required by the Act, the Articles of Organization or Operating Agreement. Except as provided in this Section 6.2.4, the waiver must be in writing, must be signed by the Manager entitled to the notice, must

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specify the meeting for which notice is waived and must be filed with the minutes or the corporate records. A Manager’s attendance at or participation in a meeting waives any required notice to the Manager of the meeting unless the manager, at the beginning of the meeting, or promptly upon the manager’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. 6.2.5 Quorum. Fifty percent (50%) plus one (1) of the voting Managers shall constitute a quorum for any vote. In matters of conflict of interest in which a Manager is the subject, such Manager shall not be allowed to vote. In the absence of a continued quorum at any meeting of the Board of Managers already in progress, a majority of the managers present may adjourn the meeting. 6.2.6 Action of the Board. Except as otherwise provided by law, the Articles of Organization, or this Operating Agreement, the act of a majority of those Managers present in person at a meeting at which a quorum is present, shall be the action of the Board. A manager is considered present regardless of whether the manager votes or abstains from voting. 6.2.7 Action Without a Meeting. Any action of the Board which may be taken at a meeting of the Managers may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Managers entitled to vote with respect to the subject thereof. Electronic signatures shall be acceptable. Consent may be executed in one or more counterparts, all of which together will constitute one unanimous consent of the Board. The Executive Vice President shall file the consent with the minutes of the meetings of the Board. Such consent shall have the same force and effect as an unanimous vote and may be stated as such in any articles or documents filed with the State of Illinois, as required by law. 6.2.8 Conduct of Meetings. Meetings shall be governed by such procedures as may be approved from time to time by the Board of Managers, insofar as such rules are not inconsistent with or in conflict with the Articles of Organization, this Operating Agreement, or with the Act. Where practical, Robert’s Rules of Order shall be used as a guide in the conduct of meetings. 6.3 Certain Powers of the Board of Managers. Without limiting the generality of Section 6.2 and in addition to any other powers not specifically reserved to the Members or requiring Member consent pursuant to this Agreement, the Board of Managers shall have power and authority on behalf of the Company including the following: 6.3.1 to acquire property from any Person as the Board of 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 Board of Managers from dealing with that Person; 6.3.2 to purchase liability and other insurance to protect the Company’s property and business;

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6.3.3 to hold and own any Company real and/or personal properties in the name of the Company; 6.3.4 to sell or otherwise dispose of the assets of the Company, subject to the terms and restrictions of this Operating Agreement, so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound; 6.3.6 to contract, employ or otherwise retain professional services individuals to perform services for the Company and to compensate them from Company funds; 6.3.7 to enter into any and all other agreements on behalf of the Company with any other Person for any purpose, in such forms as the Board of Managers may approve; 6.3.8 to declare and pay out distributions to Members, including without limitation as provided in Article 17 hereof; 6.3.9 to approve or reject via not less than three-quarters vote of all Originating Promoter Managers and Promoter Managers (collectively “Continua Managers”) any amendments to this Operating Agreement or the Articles of Organization that would change any material rights or obligations of the Participants hereunder, reduce the numbers Continua Managers, or remove any Continua Manager; and 6.3.10 if performance metrics fall below a predetermined standard as established by the Board of Managers ((e.g., number of corporate participants leaving for dissatisfaction or Guidelines no longer maintained on regular schedule) for a sustained period (e.g., one year)), the Board of Managers has the authority to transfer all intellectual property originally merged from the Continua Alliance into PCHA along with any enhancements to that intellectual property and membership since the merger, to any federally recognized non-profit corporation of choosing by the Continua Managers . This shall include the European Continua entity which shall be otherwise maintained and thereby permitting PCHA to benefit from European grant activities as did the Continua Alliance pre-merger. Unless authorized to do so by this Operating Agreement or by the Board of 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 individual who is not also a Manager shall have any power or authority, nor take any action, to bind the Company unless such individual has been authorized by the Board of Managers to act as an agent of the Company in accordance with the previous sentence. 6.4 Officers. The officers of the Company shall be a Chairperson, a Vice Chairperson, and an Executive Vice President. The Company may also have such other officers with such titles as may be determined from time to time by the Board, which positions may or may not be held by the same person. Election or appointment of a person as an officer or agent of the Company shall not itself create contract rights in such person. The Company shall indemnify or advance expenses to any officer or agent elected or appointed by the Members in accordance with the Act or pursuant to or in accordance with any other law, provision of the Articles, or other agreement

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or vote or consent of the Board or the Managers. 6.4.1 Election and Term of Office. Other than the Executive Vice President who serves by benefit of holding this position, officers shall be elected by a majority vote of the Board of Managers at the annual meeting of the Board. Each officer shall serve a term of one year and may be reelected for successive terms. 6.4.2 Vacancies. Any vacancy caused by the death, resignation, or disqualification, of an officer shall be filled by the Board of Managers. 6.4.3 Chairperson. The Chairperson shall be elected from the Board of Managers by an affirmative vote of a majority of the Board of Managers for a one (1) year term. The Chairperson shall preside at all meetings of the Board and perform other duties prescribed by the Board. 6.4.4 Vice Chairperson. The Vice Chairperson shall be elected from the Board of Managers by an affirmative vote of a majority of the Board of Managers for a one (1) year term. The Vice Chairperson, in the absence of the Chairperson, or in the event of the Chairperson’s inability or refusal to act, shall preside at meetings of the Board and perform other duties prescribed by the Board. 6.4.5 Executive Vice President. The Executive Vice President shall be selected by the Member for a term to be determined in the Member’s sole discretion. The Executive Vice President shall serve as the chief executive officer of the Company and shall be vested with the authority to perform such usual undertakings as are necessary to manage the day-to-day needs of the Company, including, but not limited to: scheduling and setting up meetings; facilitating communication between Participants, including providing timely notices of meetings; acting as the liaison to other consortia or associations with which the Company may choose to associate as instructed by the Board of Managers; providing Participants with timely minutes, summaries and other reports with respect to the activities of the Company; receiving and processing Participation Agreements, and executing them on behalf of the Company; engaging third parties to undertake the activities of the Company, provided that the Executive Vice President enters into appropriate contracts protective of the Company, and ensures compliance with terms and conditions of this Agreement including confidentiality obligations; and supervise and control the affairs of the Company. Except as otherwise expressly provided by law, by the Articles of Organization, or by this Operating Agreement, the Executive Vice President shall, in the name of the Company, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board. 6.5 Liability for Certain Acts. Each Manager shall exercise his powers and discharge his duties in good faith with a view to the interests of the Company and its Members with that degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions. A Manager who so performs the duties as Manager shall not have any liability by reason of being or having been a Manager of the Company. No Manager guarantees, in any way, the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company.

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6.6 Manager(s) and Participants Have No Exclusive Duty to Company. No Manager shall be required to serve on the Board of Managers of the Company as his sole and exclusive function and he may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor the Member shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of the Manager and/or Member or to the income or proceeds derived therefrom. Neither the Manager nor the Member shall incur any liability to the Company or to the Member as a result of engaging in any other business or venture, except as any be otherwise provided in any non-competition or similar agreement executed by any such Manager or the Member. 6.7 Bank Accounts. The Board of Managers may from time to time open bank accounts in the name of the Company, and the Board of Managers shall designate the authorized signatories thereon. 6.8 Indemnity of the Managers, Employees, and Other Agents. The Company shall indemnify the Managers and make advances for expenses to the maximum extent permitted under the Act. The Company shall indemnify its employees and other agents who are not Managers to the fullest extent permitted by law, provided that such indemnification in any given situation is first approved by Members owning a Majority Interest. The right to indemnification under this Section shall be fully vested with respect to any matter occurring while this Section was in effect. No amendment of this Section shall have any retroactive effect except as to enhance such right for the benefit of the indemnitee. 6.9 Resignation. Any Manager of the Company may resign at any time by giving written notice to the Board of Managers of the Company. The resignation of any Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Participant shall not affect the Manager’s rights as a Participant and shall not constitute a withdrawal of a Participant. 6.10 Compensation. Managers shall serve without compensation by the Company. Nothing herein contained shall be construed to preclude any Manager from serving the Company in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefore so long as such compensation is approved by a majority of Disinterested Managers. As used herein, the term “Disinterested Managers” shall mean managers not seeking compensation for such services, or whose Participant organization is not seeking compensation for such services. 6.11 Right to Rely on Manager(s). To the extent not inconsistent with any provision of the Act, any Person dealing with the Company may rely (without duty of further inquiry) upon a certificate signed by any Manager as to: 6.11.1 the identity of any Manager; 6.11.2 the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by any Manager or the Board of Managers or which are in any other manner

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germane to the affairs of the Company; 6.11.3 the Persons who are authorized to execute and deliver any instrument or document of the Company; or 6.11.4 any act or failure to act by the Company or any other matter whatsoever involving the Company.

ARTICLE 7 RIGHTS AND DUTIES OF THE MEMBER

7.1 Limitation of Liability. Each Member’s liability shall be limited as set forth in this Operating Agreement, the Act and other applicable law. 7.2 Company Debt Liability. A Member will not be personally liable for any debts or losses of the Company beyond his or her respective Capital Contribution and any obligation of the Member under Section 16.1 or 16.2 to make Capital Contributions. 7.3 List of Members. Upon written request of any Member, the Board of Managers shall provide a list showing the names, addresses, Membership Interests, and Economic Interests of all Members and Economic Interest Owners. 7.4 Company Books. The Board of Managers shall maintain and preserve, during the term of the Company, and for five (5) years thereafter, all accounts, books, and other relevant Company documents. Upon reasonable request and for a proper purpose, each Member and Economic Interest Owner shall have the right, during ordinary business hours, to inspect and copy such Company documents at the requesting Member’s and Economic Interest Owner’s expense. 7.5 Priority and Return of Capital. 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; provided that this Section 7.5 shall not apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company. 7.6 Transferability of Interest. Subject to the restrictions and conditions set forth in Article 8 and applicable securities laws, any Member’s interest in the Company shall be freely transferable. Each transferee will acquire only the rights of an Assignee, and will not become a Member unless admitted pursuant to Section 8.2. Notwithstanding the foregoing, no transferee who acquires any interest in the Company as a result of an involuntary transfer shall become a Member. Any transferee who acquires an interest as a result of an involuntary transfer shall have only the rights of an Assignee.

ARTICLE 8 TRANSFER OF MEMBERSHIP INTERESTS

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8.1 Transfer. Unless and until any transferee of a Membership Interest hereunder (whether by voluntary or involuntary transfer) is admitted as a Member, such transferee (i) has only the right to receive, in accordance with the transfer, allocations and/or distributions to which the transferor would otherwise be entitled and (ii) is not entitled to participate in the management or conduct of the Company’s business, or have access to records or other information concerning the Company’s business. 8.2 Condition Precedent to Admission of Substitute Member. No person to whom an Interest is transferred (including by death or incapacity) shall become a new Member in place of the transferring Member until the transferee agrees in writing to assume all of the obligations and undertakings of the transferring Member under this Operating Agreement.

ARTICLE 9 MEETINGS AND ACTS OF THE MEMBER

9.1 Meetings. The Member may meet at such times and places, either in person or by telephone or other method of communication permitting the participation of the Member who choose to participate, and either within or outside the State of Illinois, as may be determined by the Board of Managers, any individual Manager, or by the Member. The Member shall have no obligation to conduct annual meetings or to keep minutes thereof. 9.2 Manner of Acting. The vote, consent or agreement of Members holding a Majority Interest shall be the act of the Members, unless the vote, consent or agreement of a greater or lesser proportion or number is otherwise required by the Act or by this Operating Agreement. 9.3 Proxies. At any 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 Company before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

ARTICLE 10

PARTICIPANTS

10.1 Determination and Rights of Participants. The Company shall have such classes of participation (“Participation Classifications”) as defined by the Board of Managers, including the initial classifications set forth in the definition of Participants, above. No Participant shall hold more than one (1) right of participation in the Company. For purposes of this Section a Participant and its Affiliates shall be deemed one (1) Participant. Except as expressly provided in or authorized by the applicable Participation Agreements, the Articles of Organization, this Operating Agreement, or the Act or law, all Participants shall have the rights, privileges, restrictions and conditions established by resolution of the Board of Managers. Among the benefits generally to be afforded to the Participants are the right to attend meetings of the Participants of the Company, access to Design Guidelines (Special Participants shall not be entitled to access Draft Design Guidelines) and market requirements documents as may be approved by the Board of Managers, and access to the general Participant portions of the Company’s web site.

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10.2 Qualifications for Participation. Any for-profit organization, nonprofit organization, or other enterprise supportive of this Company’s purposes and not otherwise prohibited by treaty, law or regulation from abiding by the terms of Operating Agreement and who pays the then current annual dues applicable to its Participation Classification may become a Participant of the Company. Additionally, each Participant hereby agrees to not send representatives to any Work Group, if eligible, of the Company for the purpose of obstructing the purpose of the Company or the progress or purpose of that Work Group. 10.3 Establishment of Participation. Participation shall become effective when a completed formal application has been accepted by the Company and the designated dues payment has been received. 10.4 Participation Fees. The annual participation fees payable to the Company by each class of Participants shall be established and may be changed from time to time by resolution of the Board of Managers. Annual participation fees shall be due and payable as specified in the Participation Agreement. If any Participant is delinquent in the payment of participation fees, such Participant’s rights shall be deemed suspended upon written notice from the Company until all delinquent participation fees are paid. 10.5 Nonliability of Participants. No Participant of this Company, as such, shall be individually liable for the debts, liabilities, or obligations of the Company. 10.6 Nontransferability of Participations. All rights of participation cease upon the Participant’s dissolution. No Participation Agreement may be assigned without the prior written consent of the Company, and any purported assignment without such written approval shall be null and void. 10.7 Termination of Participation. The participation of a Participant shall terminate upon the occurrence of any of the following events: 10.7.1 Upon a failure to initiate or renew participation by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such Participant by the Company. A Participant may avoid such termination by paying the amount of delinquent dues within thirty (30) days from the Participant’s receipt of the written notification of delinquency. 10.7.2 Upon fifteen (15) days’ written notice from the Participant to the Board of Managers indicating the Participant’s desire to terminate its participation in the Company; provided, however, that all obligations of the Participant to the Company incurred prior to the date of termination shall survive such termination in accordance with the terms and conditions of Section 16. 10.7.3 Upon unanimous vote of all disinterested elected Managers when such Managers determine, after affording the Participant in question the right to be heard on the issue, that the Participant has violated the policies, procedures and duties of participation contained in

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this Operating Agreement and in the Participant’s Participation Agreement. 10.7.4 Upon a Participant’s dissolution. 10.7.5 In the event that two (2) or more Participant organizations are merged or a Participant organization is acquired by another Participant organization, the resulting entity shall have only one (1) participation and one (1) vote. The former voting Participant may, however, upon written notice to the Board, be permitted to continue attendance at meetings on a nonvoting basis and be provided with notices thereof. All rights of a Participant in the Company shall cease on termination of participation as herein provided. A Participant terminated from the Company shall not receive any refund of participation fee already paid for the current participation period.

ARTICLE 11 PARTICIPATION CLASSIFICATIONS

11.1 Promoters. The Company shall have Promoters. Admission as a Promoter shall be open to any party. All Promoters must execute a Participation Agreement and pay the fees called for thereon for Promoters. Once accepted, all Promoters shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants. 11.1.1 Benefits. Among other benefits specifically afforded to Promoters who remain in good standing are: 11.1.1.1 the right to be listed (with a hyperlink to the Promoter’s web site) as a Promoter on the Continua and PCHA-branded web sites; 11.1.1.2 the right to access any and all portions of the Continua-branded web site and any electronic transmissions there from via reflector. This right includes access to the discussion groups limited to Promoters, and the Continua division’s mailing lists (subject to any privacy policy that the Company may adopt); 11.1.1.3 the right to access Participant-only confidential information, including but not limited to Draft Design Guidelines and internal working documents of Continua division; 11.1.1.4 subject to the then-current Work Group Procedures that will govern the actions of Work Groups of the Continua division and PCHA, the right to participate in, chair, and vote on activities of such Work Groups; 11.1.1.5 the right to attend and participate in compliance workshops conducted by Continua division and, upon successful product certification by the Company, to generally advertise the same. This right may include the right to place links to the Promoter’s product information on the Continua-branded web site;

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11.1.1.6 the right to technical support with regard to then-supported Design Guidelines of Continua division when and if such services are provided by the Company; 11.1.1.7 the right to receive support documentation and materials concerning the Continua Design Guidelines; 11.1.1.8 subject to such procedures as may be adopted by the Board of Managers, the right to review Draft Design Guidelines; 11.1.1.9 the right to submit proposed revisions and addendum proposals for the Continua Design Guidelines; 11.1.1.10 the right to nominate a Promoter representative to stand for election to an Elected Seat on the Board of Managers of the Continua Council and PCHA Managers;, subject to agreement to pay the associated higher fee (as periodically defined by the board of managers) at least during the period of actually being represented on the board of managers (the participant has Board promoter status during this period). 11.1.1.11 the preferential right of first refusal (prior to Contributors) to actively participate in the Company’s marketing and promotional activities at trade shows and other industry events; and 11.1.1.12 the right to be listed as a Promoter in Company materials. 11.2 Contributors. The Company shall have Contributors. Admission as a Contributor shall be open to any party. All Contributors must execute a Participation Agreement and pay the fees called for thereon for Contributors. Once accepted, all Contributors shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants. 11.2.1 Benefits. Among other benefits specifically afforded to Contributors who remain in good standing are: 11.2.1.1 The right to be listed as a Participant on the Continua and PCHA-branded web sites; 11.2.1.2. The right to access any and all portions of the Continua-branded web site and any electronic transmissions therefrom via reflector. This right includes access to the Participant-only discussion groups and the Continua division’s mailing lists (subject to any privacy policy that the Company may adopt); 11.2.1.3 The right to access Participant-only confidential information, including but not limited to Draft Design Guidelines and internal working documents of the Work Groups on which the Participant serves; 11.2.1.4 Subject to the then-current Work Procedures that will govern the actions of Work Groups of the Continua division, the right to participate, in a non-voting

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capacity, in the activities of such Work Groups; 11.2.1.5 The right to attend and participate in compliance workshops conducted by the Continua division and, upon successful product certification by the Company, to generally advertise the same; 11.2.1.6 The right to technical support with regard to then-supported Design Guidelines of Continua when and if such services are provided by the Company; 11.2.1.7 The right to receive support documentation and materials concerning the Continua Design Guidelines; and 11.2.1.8 Subject to such procedures as may be adopted by the Board of Managers, the right to review and comment on Draft Design Guidelines of Continua prior to their adoption by the Company. 11.3 Governmental Entity Participant. The Company shall have Governmental Entity Participants. Admission as a Governmental Entity Participant shall be limited to National, State/Province, Regional and City governmental entities. All Governmental Entity Participants must execute a Governmental Entity Participation Agreement and pay the fees called for therein, if any. Once accepted, all Governmental Entity Participants shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants except for the right to participate in, or attend, meetings of the Technical Work Group, or any subcommittee thereof. Additionally, Governmental Entity Participants shall not be permitted to participate in Draft Design Guideline or Design Guideline review per Section 16, nor shall Governmental Entity Participants be entitled to any certification or compliance testing offered by the Company on such Design Guidelines. Governmental Entity Participants shall not therefore be bound by any of the duties or obligations of Section 14 of this Operating Agreement, nor shall Applicant be entitled to the benefits of Section 14 of this Operating Agreement. 11.3.1 Benefits. Among other benefits specifically afforded to Governmental Entity Participants who remain in good standing are: 11.3.1.1 The right to be listed as a Participant on the Continua and PCHA-branded web sites; 11.3.1.2 The right to access certain portions of the Continua-branded web site and any electronic transmissions therefrom via reflector; 11.3.1.3 The right to access Participant-only confidential information, but not including Draft Design Guidelines and internal working documents of the Technical Work Group or any subgroup thereof; 11.3.1.4 Subject to the restriction on participation in the Technical Work Group and the then-current Work Procedures that will govern the actions of Work Groups of the Continua division, the right to participate, in a non-voting capacity, in the activities of all other

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Work Groups; and 11.3.1.5 The right to receive support documentation and materials concerning the Continua Design Guidelines. 11.4 Supporting Participant. The Company shall have Supporting Participants. Admission as a Supporting Participant shall be limited to entities and associations who develop and/or maintain and license technical specifications used or useful in the development of the Continua Design Guidelines. All Supporting Participants must execute a Supporting Participation Agreement and pay the fees called for therein, if any. Once accepted, all Supporting Participants shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants except for the right to participate in, or attend, meetings of the Technical Work Group, or any subcommittee thereof. Additionally, Supporting Participants shall not be permitted to participate in Draft Design Guideline or Design Guideline review per Section 16, below, nor shall Supporting Participants be entitled to any certification or compliance testing offered by the Continua division or PCHA on such Design Guidelines. Supporting Participants shall not therefore be bound by any of the duties or obligations of Section 14 of this Operating Agreement, nor shall Applicant be entitled to the benefits of Section 14 of this Operating Agreement. 11.4.1 Benefits. Among other benefits specifically afforded to Supporting Participants who remain in good standing are: 11.4.1.1 The right to be listed as a Participant on the Continua and PCHA-branded web sites; 11.4.1.2 The right to access certain portions of the Continua-branded web site and any electronic transmissions therefrom via reflector; 11.4.1.3 The right to access Participant-only confidential information, but not including Draft Design Guidelines and internal working documents of the Technical Work Group or any subgroup thereof; 11.4.1.4 Subject to the restriction on participation in the Technical Work Group and the then-current Work Procedures that will govern the actions of Work Groups of the Continua division, the right to participate, in a non-voting capacity, in the activities of all other Work Groups; and 11.4.1.5 The right to receive support documentation and materials concerning the Continua Design Guidelines. 11.5 Provider Group Participant. The Company shall have Provider Group Participants. Admission as a Provider Group Participant shall be limited to entities and associations who represent the end users of products and services provided for under the Continua Design Guidelines. All Provider Group Participants must execute a Provider Group Participation Agreement and pay the fees called for therein, if any. Once accepted, all Provider Group

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Participants shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants except for the right to participate in, or attend, meetings of the Technical Work Group, or any subcommittee thereof. Additionally, Provider Group Participants shall not be permitted to participate in Draft Design Guideline or Design Guideline review per Section 16 nor shall Provider Group Participants be entitled to any certification or compliance testing offered by the Alliance on such Design Guidelines. Provider Group Participants shall not therefore be bound by any of the duties or obligations of Section 14 of this Operating Agreement, nor shall Applicant be entitled to the benefits of Section 14 of this Operating Agreement. 11.5.1 Benefits. Among other benefits specifically afforded to Provider Group Participants who remain in good standing are: 11.5.1.1 The right to be listed as a Participant on the Continua and PCHA-branded web sites; 11.5.1.2 The right to access certain portions of the Continua-branded web site and any electronic transmissions therefrom via reflector; 11.5.1.3 The right to access Participant-only confidential information, but not including Draft Design Guidelines and internal working documents of the Continua Technical Work Group or any subgroup thereof; 11.5.1.4 Subject to the restriction on participation in the Technical Work Group and the then-current Work Procedures that will govern the actions of Work Groups of the Company, the right to participate, in a non-voting capacity, in the activities of all other Work Groups; and 11.5.1.5 The right to receive support documentation and materials concerning the Continua Design Guidelines. 11.6 Research and Education Entity Participant. The Company shall have Research and Education Entity Participants. Admission as a Research and Education Entity Participant shall be limited to accredited research and higher educational institutions who desire access to the Continua division’s published Design Guidelines for teaching or research purposes. All Research and Education Entity Participants must execute a Research and Education Entity Participation Agreement and pay the fees called for therein, if any. Once accepted, all Research and Education Entity Participants shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants except for the right to participate in, or attend, meetings of the Technical Work Group, or any subcommittee thereof. Additionally, Research and Education Entity Participants shall not be permitted to participate in Draft Design Guideline or Design Guideline review per Section 16 nor shall Research and Education Entity Participants be entitled to any certification or compliance testing offered by the Alliance on such Design Guidelines. Research and Education Entity Participants shall not therefore be bound by any of the duties or obligations of Section 14 of this Operating Agreement, nor shall Applicant be entitled to the benefits of Section 14 of this Operating Agreement.

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11.6.1 Benefits. Among other benefits specifically afforded to Research and Education Entity Participants who remain in good standing are: 11.6.1.1 The right to be listed as a Participant on the Continua and PCHA-branded web sites; 11.6.1.2 The right to access certain portions of the Continua-branded web site and any electronic transmissions therefrom via reflector; 11.6.1.3 The right to access Participant-only confidential information, but not including Draft Design Guidelines and internal working documents of the Technical Work Group or any subgroup thereof; 11.6.1.4 Subject to the restriction on participation in the Technical Work Group and the then-current Work Procedures that will govern the actions of Work Groups of the Company, the right to participate, in a non-voting capacity, in the activities of all other Work Groups; and 11.6.1.5 The right to receive support documentation and materials concerning the Continua Design Guidelines. 11.7 Adopter Participant. The Company shall have Adopter Participants. Admission as an Adopter Participant shall be open to any party. All Adopter Participants must execute an Adopter Participation Agreement and pay the fees called for therein. Once accepted, all Adopter Participants shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants except for the right to participate in, or attend, meetings of the Technical Work Group, and Test and Certification Work Group or any subcommittee thereof. Additionally, Adopter Participants shall not be permitted to participate in Draft Design Guideline or Design Guideline review per Section 16, nor shall Adopter Participants be entitled to any access to tools or resources requiring additional fees per this classification without prior payment in good standing. Adopter Participants shall be bound by the duties and obligations of Section 14 of this Operating Agreement where applicable, and Applicant be entitled to the benefits of Section 14 of this Operating Agreement. 11.7.1 Benefits. Among other benefits specifically afforded to Adopter Participants who remain in good standing are: 11.7.1.1 The right to be listed as a Participant on the Continua and PCHA-branded web sites; 11.7.1.2 The right to access certain portions of the Continua-branded web site and any electronic transmissions therefrom via reflector;

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11.7.1.3 The right to access Participant-only confidential information, but not including Draft Design Guidelines and internal working documents of the Technical Work Group and Test and Certification Work Group or any subgroup thereof; 11.7.1.4 Subject to the restriction on participation in the Technical Work Group and Test and Certification Work Group and the then-current Work Procedures that will govern the actions of Work Groups of the Continua division, the right to participate, in a non-voting capacity, in the activities of all other Work Groups; and 11.7.1.5 The right to receive support documentation and materials concerning the Continua Published Design Guidelines. 11.8 Developing Markets Participant. The Company shall have Developing Markets participants. Admission as a Developing Markets Participant shall be open to any party meeting the then published criteria defining this category. Upon meeting the qualifications listed and verification of those qualifications by the Continua Council, all Developing Markets participants must execute a Participation Agreement and pay the fees called for thereon for Developing Markets on the scale published. Once accepted, all Developing Markets Participants shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants. 11.8.1 Benefits. Among other benefits specifically afforded to Developing Markets Participants who remain in good standing are: 11.8.1.1 The right to be listed as a Participant on the Continua and PCHA-branded web sites; 11.8.1.2. The right to access any and all portions of the Continua-branded web site and any electronic transmissions therefrom via reflector. This right includes access to the Participant-only discussion groups and the Continua division’s mailing lists (subject to any privacy policy that the Company may adopt); 11.8.1.3 The right to access Participant-only confidential information, including but not limited to Draft Design Guidelines and internal working documents of the Work Groups on which the Participant serves; 11.8.1.4 Subject to the then-current Work Procedures that will govern the actions of Work Groups of the Continua division, the right to participate, in a non-voting capacity, in the activities of such Work Groups; 11.8.1.5 The right to attend and participate in compliance workshops conducted by the Continua division and, upon successful product certification by the Company, to generally advertise the same; 11.8.1.6 The right to technical support with regard to then-supported Design Guidelines of Continua when and if such services are provided by the Company;

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11.8.1.7 The right to receive support documentation and materials concerning the Continua Design Guidelines; and 11.8.1.8 Subject to such procedures as may be adopted by the Board of Managers, the right to review and comment on Draft Design Guidelines of the Company prior to their adoption by the Company. 11.9 University Participant. The Company shall have University Participants. Admission as a University shall be open to any qualified not-for-profit institution of higher learning. Upon meeting the qualifications listed and verification of those qualifications by the Continua Council, all University Participants must execute a Participation Agreement and pay the fees called for therein for University Participants. Once accepted, all University Participants shall be entitled to all rights and bound to the obligations generally afforded and imposed upon all Participants. 11.9.1 Benefits. Among other benefits specifically afforded to Contributors who remain in good standing are: 11.9.1.1 The right to be listed as a Participant on the Continua and PCHA-branded web sites; 11.9.1.2. The right to access any and all portions of the Continua-branded web site and any electronic transmissions therefrom via reflector. This right includes access to the Participant-only discussion groups and the Continua division’s mailing lists (subject to any privacy policy that the Company may adopt); 11.9.1.3 The right to access Participant-only confidential information, including but not limited to Draft Design Guidelines and internal working documents of the Work Groups on which the Participant serves; 11.9.1.4 Subject to the then-current Work Procedures that will govern the actions of Work Groups of the Company, the right to participate, in a non-voting capacity, in the activities of such Work Groups; 11.9.1.5 The right to attend and participate in compliance workshops conducted by the Continua division and, upon successful product certification by the Company, to generally advertise the same; 11.9.1.6 The right to technical support with regard to then-supported Continua Design Guidelines when and if such services are provided by the Company; 11.9.1.7 The right to receive support documentation and materials concerning the Continua Design Guidelines; and 11.9.1.8 Subject to such procedures as may be adopted by the Board of Managers, the right to review and comment on Draft Design Guidelines of Continua prior to

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their adoption by the Company. 11.10 PCHA Participant. The Company shall have PCHA Participants. Admission as a PCHA Participant shall be open to any entity or individual. All PCHA Participants must execute a PCHA Participation Agreement and pay the fees called for therein. Once accepted, all PCHA Participants shall be entitled to all rights and bound to the obligations generally afforded and imposed upon PCHA Participants except for the right to participate in, or attend, meetings of the Continua division inclusive of the Use Case Work Group, Technical Work Group, Test and Certification Work Group or any subcommittee thereof. Additionally, PCHA Participants shall not be permitted to participate in Draft Design Guideline or Design Guideline review per Section 16, nor shall PCHA Participants be entitled to any access to the Continua division’s tools or resources. PCHA participants shall not be entitled to any certification or compliance testing offered by the Company on such Design Guidelines. PCHA Participants shall not therefore be bound by any of the duties or obligations of Section 14 of this Operating Agreement, nor shall PCHA Participants be entitled to the benefits of Section 14 of this Operating Agreement. 11.10.1 Benefits. Among other benefits specifically afforded to PCHA Participants who remain in good standing are: 11.10.1.1 The right to be listed as a Participant on the PCHA web site; 11.10.1.2. The right to access any and all portions of the PCHA web site and any electronic transmissions therefrom via reflector. This right includes access to the Participant-only discussion groups and the PCHA mailing lists (subject to any privacy policy that the Company may adopt); 11.10.1.3 The right to access PCHA Participant-only confidential information, including internal working documents of the Work Groups on which the Participant serves; 11.10.1.4 Subject to the then-current Work Procedures that will govern the actions of Work Groups of the Company, the right to participate, in a voting capacity, in the activities of such Work Groups;

ARTICLE 12 WORK GROUPS

12.1 Overview. The Company shall have two councils (“Councils”), the Continua Council and the mHealth Council, with the roles of these volunteer bodies to serve as oversight for the programs within their areas and other such committees as may from time to time be designated upon vote of the Board of Managers (“Work Groups”). Additional groups, not requiring approval by the Board (“Task Forces”), may be formed by the Chairperson for a period not to exceed one year.

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12.2 Council Composition. The Continua Council shall consist of the PCHA Board of Managers members who are also Participants of the Company, plus the Continua Executive Director serving as non-voting ex officio Member; the Continua Executive Director is an executive officer of the Company, appointed by the Member at its sole discretion, and responsible for the Continua operations under supervision of the Executive Vice President of the Company.. The mHealth Council shall consist of the PCHA Board members who are appointed by the Member. 12.3 Meetings and Actions of Work Groups. Meetings and actions of Work Groups shall be governed by, noticed and held in accordance with written Work Group procedures to be adopted by the Continua Council (“Work Group Procedures”). The Continua/Personal Health Tech Council may amend the Work Group Procedures from time to time. Such Work Group Procedures shall apply to all Work Groups. However, each Work Group may, through its chairperson, propose specific procedures to govern that Work Group (“Specific Work Group Procedures”). Specific Work Group Procedures are subject to ratification by the Continua Council. Specific Work Group Procedures not otherwise incorporated into the general Work Group Procedures adopted by the Continua Council shall apply only to the Work Group proposing such procedures. 12.4 Formation. Any Promoter may propose to the Continua Council the establishment of one (1) or more Work Groups to carry out the work of the Company. Such proposal shall include the proposed charter of the new Work Group, and the Participants that initially desire to participate in the new Work Group. The Continua Council shall (i) approve or disapprove the formation of each Work Group, (ii) approve or disapprove the charter of such Work Group, and (iii) appoint the initial and any replacement chairperson of such Work Group from among the Originating Promoters and Promoters, which chairperson shall serve for a term of one (1) year after which time the Continua Council may either replace or reappoint said chairperson. The Continua Council shall provide timely notice of the formation and chairperson of each Work Group to all Participants as well as the then-current Work Group Procedures that will govern the actions of such Work Group. Without limiting the powers of the Continua Council as stated in this Operating Agreement, all output of Work Groups, including but not limited to Draft Design Guidelines, and modifications thereto, shall be subject to review and approval of the Continua Council in accordance with this Operating Agreement prior to publication or disclosure by the Company and before becoming binding upon the Company and the Participants. 12.5 Composition. Annually, the Chairperson shall nominate candidates for membership to a Work Group, subject to ratification by the Continua Council. Individuals shall serve for a two year term and may be reappointed for additional terms. 12.6 Record of Activities. Each Work Group shall elect a secretary or other person to document and record the Work Group’s activities. 12.7 Meetings. Each Work Group shall hold regular meetings on a schedule determined by the Work Group. The noticing of meetings of the Work Group and the governance thereof shall be subject to the Work Group Procedures and Specific Work Group Procedures adopted by the Board of Managers. Where practical, Robert’s Rules of Order shall be used as a guide in the

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conduct of meetings. 12.8 Removal from Work Groups. The then-current Work Group Procedures and Specific Work Group Procedures shall govern the removal of any member of a Work Group. 12.9 Process for Approval of Design Guidelines. The Technical Work Group and its subcommittees shall follow the procedures set forth in Section 16 with regard to the review of Draft Design Guidelines and proposed final Design Guidelines.

ARTICLE 13 CONFIDENTIALITY

13.1 Confidential Information. The Participants intend to engage in discussions regarding the Design Guidelines, governance and marketing of the Company. During the course of these discussions the Participants may choose to exchange confidential and proprietary business and technical information in furtherance of the purposes of this Company. The Participants wish to protect the confidential and proprietary nature of such information. All information disclosed to the other Participants that is clearly marked “confidential” or with some other proprietary notice of the discloser, or that is orally identified as confidential or proprietary, shall be deemed “Confidential Information”. A party disclosing Confidential Information orally shall confirm the designation in writing, within thirty (30) days of disclosure. 13.2 Obligation of Confidentiality. Each Participant will maintain Confidential Information in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances, and will neither use, disclose nor copy such Confidential Information, except as necessary for its affiliates, managers, officers, agents, attorneys and contractors or employees with a need to know for the purpose of participation in the Company (“Representatives”). Any copies of writings containing Confidential Information which are made or disclosed in this manner will be marked “confidential” or “proprietary” or with a similar legend. Unless the Participants agree otherwise, this obligation of confidentiality will expire three (3) years from the date of the original disclosure. However, the Participants will not be liable for the disclosure of any information which is: 13.2.1 rightfully in the public domain other than by the Participants’ breach of a duty of confidentiality; 13.2.2 rightfully received from a third party without any obligation of confidentiality; 13.2.3 rightfully known to the recipient without any limitation on use or disclosure prior to its receipt from the disclosing Party; 13.2.4 independently developed by employees of the Participants; 13.2.5 rightfully disclosed as required by law; or

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13.2.6 is the subject of a written permission to disclose by the Party disclosing in accordance with this Operating Agreement.

Nothing contained in this Operating Agreement will preclude any Participant from proffering or entering into nondisclosure agreements with other Participants. 13.3 No Obligation of Disclosure – Termination. The Participants have no obligation to disclose Confidential Information to the other Participants. Any Party may, at any time: (a) cease giving Confidential Information to the other Participants without any liability, and/or (b) request in writing the return or destruction of all or part of its Confidential Information previously disclosed hereunder, and all copies thereof, and the other Participants will promptly comply with such request, and certify in writing its compliance. 13.4 Residuals. As a result of engaging in the development effort referred to in this Operating Agreement, and the receipt of Confidential Information, each Party may increase or enhance the knowledge or experience, and the written expression thereof, retained without reference to printed or electronic documents in the memories of each of its representatives. Notwithstanding anything else to the contrary in these this Operating Agreement, each representative may use and disclose such knowledge, experience, and the written expression thereof in his or her employment with his or her Participant. With respect to the knowledge and experience and written expression thereof, no Party or its representatives, shall (1) intentionally memorize it so as to reduce it to an intangible form for the purpose of creating or using a residual, or (2) avoid the Party’s obligation to maintain its confidentiality merely by having a person commit such item to memory so as to reduce it to an intangible form. No Party who owns Confidential Information shall acquire or be entitled to any rights in the business endeavor of any other Party that may use such knowledge or experience, or the written expression thereof, nor any right to compensation related to another Party’s use of such knowledge, experience or written expression. 13.5 Survival. This Section shall survive any termination of participation.

ARTICLE 14 INTELLECTUAL PROPERTY RIGHTS

The obligations and benefits of this Section shall not apply to Special Participants. Any copyright or trademark grants or licenses to Special Participants shall be governed by separate agreements between the Special Participants and the Company. 14.1 Definitions. The following definitions shall apply to this Article 14: “Compliant Portion” means only those specific portions of products (hardware, software or combinations thereof) that: (i) implement and are compliant with all relevant portions of a Design Guideline, and (ii) are within the bounds of the Scope. “Contribution” and “Contributed” means a submission by a Participant proposing an addition to or modification of a Draft Design Guideline or portion thereof, or an existing Design Guideline or portion thereof, provided that the submission is either (i) submitted in writing

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(including a writing in electronic medium) or (ii) stated orally, memorialized with specificity in the written minutes of a meeting, and attributed in the meeting minutes to the submitting Participant, provided that the minutes are promptly provided to the individual representing the submitting Participant, unless the submitting Participant withdraws its submission in writing as soon as practicable and in any event, no later than forty-five (45) days of receipt of such written minutes. “Design Guideline” means a document entitled “Design Guideline” that: (i) consists of requirements and recommendations based on references to combinations of technical specifications published or otherwise made available for implementation by entities other than the Company (such as companies and standards organizations), that when implemented together, enable interoperability of health and medical sensor devices, display interfaces, connectors, aggregation computation devices and service networks, and (ii) has been adopted and approved for release by the Company, including any updates or revisions adopted and approved for release by the Company, all in accordance with Section 14.2. “Draft Design Guideline” means a document in development or under consideration for adoption as a Design Guideline that has not been adopted or approved by the Company in accordance with Section 14.2. The Technical Work Group developing the Draft Design Guidelines shall make its best efforts to identify non-Contributed claims of patent that may be implicated in the Design Guideline. “Necessary Claims” means those claims of all patents and published patent applications, other than design patents and design registrations, throughout the world which a Participant or its Affiliates has the right, any time during the term of this Operating Agreement, to grant licenses of the nature agreed to be granted herein without such grant resulting in payment of royalties or other consideration to third parties (except for payments to Affiliates or employees), which claims are necessarily infringed by compliance with the express terms of a Design Guideline adopted and approved for release by the Company and which are within the bounds of the Scope, where such infringement could not have been avoided by another commercially reasonable noninfringing implementation of such Design Guideline. Necessary Claims do not include any claims other than those set forth above even if contained in the same patent as Necessary Claims. “Scope” means those protocols, electrical signaling characteristics, register models, communication and network interface protocols, application program interfaces, service provider interfaces, physical dimensions and characteristics, and/or data structures solely to the extent disclosed with particularity in the Design Guideline where the primary purpose of such disclosure is to enable products to interoperate, interconnect or communicate as defined within the Design Guideline. Notwithstanding the foregoing, the Scope shall not include: (i) any technology that may be necessary to develop, design, manufacture, sell or use any product or portion thereof that complies with the Design Guideline but is not expressly set forth in Design Guideline (examples of such technologies include without limitation semiconductor manufacturing technology, compiler technology, object oriented technology, operating system technology); or (ii) the implementation or use of other published specifications developed elsewhere but referred to in the body of the Design Guideline; or (iii) portion of any product or any combination of products (or portions of products) that are not required for compliance with

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the Design Guideline. The Scope shall include only architectural and interconnection requirements of the Design Guideline and shall not include any implementation examples contained in the Design Guideline unless the Design Guideline expressly states that such implementation examples are to be included within the Scope of the limited patent license. 14.2 Draft Design Guideline Review and Notice. 14.2.1 Draft Guidelines; License Review Period. A Technical Work Group, to be chartered by the Board of Managers, shall have the responsibility for drafting and developing Draft Guidelines. At such time as the Technical Work Group determines that a Draft Guideline is ready for final review, the Draft Guideline shall be sent to the Board of Managers for their approval. Upon such approval, the Board of Managers shall send the complete copies of the Draft Guideline to the Participants for review pursuant to Section 14.2.2. The Board of Managers may, in its sole discretion, elect to conduct a technical review of any Draft Guideline prior to considering the Draft Guideline for approval. If the Board of Managers does not approve a Draft Guideline, the Secretary will return such Draft Guideline to the Technical Work Group. 14.2.2 Draft Guidelines Review. For a period of sixty (60) days from the date that the Board of Managers sends a Draft Guideline to the Participants as contemplated above, the Participants, on behalf of themselves and their Affiliates, may review the same for any Necessary Claims that may be implicated by the Draft Guideline. While there is no requirement for a Participant to review its patent portfolio for Necessary Claims, Participants are advised that unless they provide a timely Licensing Objection pursuant to Section 14.2.3, or notice of withdrawal pursuant to Section 14.2.4, before the end of this sixty (60) day period, the Participant is committing to the licensing provisions of Section 14.4 with regard to Necessary Claims implicated by the Draft Guideline, if and when the Draft Guideline implicating those Necessary Claims is adopted by the Company as a Final Guideline in accordance with this Section 14.2. 14.2.3 Licensing Objection. In the event that the Participant in good faith believes that the implementation of Necessary Claims in the Draft Guideline would require a license from that Participant, and that such Participant is unwilling to provide a license under such Necessary Claims in accordance with Section 14.4, below, that Participant must within the review period of Section 14.2.2 provide written notification to the Continua Executive Director of its intent not to grant licenses under such Necessary Claims (“Licensing Objection”). Notwithstanding the foregoing, a Participant shall not have the right to submit a Licensing Objection with respect to (i) any Necessary Claims in any Contribution submitted by such Participant or its Affiliate, or (ii) any Necessary Claims that were implicated in prior versions of the Draft Guideline currently under review (and that had been previously reviewed pursuant to this Section 14.2). Such Licensing Objection will include written identification of any Necessary Claims that such Participant refuses to license hereunder. In the event that a Participant properly submits a Licensing Objection within the license review period set forth in Section 14.2.2 such Participant shall not be required to grant licenses under the identified Necessary Claims. The Board of Managers shall have the discretion to implement and require a standard form document for the submission of Licensing Objections.

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14.2.4 Withdrawal. In lieu of delivering a Licensing Objection pursuant to Section 14.2.3, a Participant (including its Affiliates) who has not made a Contribution to the Draft Guideline may provide notice to the Continua Executive Director that it withdraws from participation in the Company pursuant to this subsection (“Notice of Withdrawal”), if that Participant determines that the Draft Guideline implicates Necessary Claims which that Participant is unwilling to license to the other Participants pursuant to Section 14.4. A Participant wishing to exercise the right to withdraw under this provision must deliver notice of withdrawal not later than the end of the review period for the applicable Draft Guideline referenced in Section 14.2.2. Said notice must include written identification of any Necessary Claims that it does not wish to license hereunder. The Board of Managers shall have the discretion to implement and require a standard form document for the submission of Notices of Withdrawal. 14.2.5 Responding to any Licensing Objection or Notice of Withdrawal; Subsequent Draft Guideline Reviews. Any and all Licensing Objections and/or Notices or Withdrawal timely received by the Continua Executive Director shall be immediately forwarded to both the Board of Managers and the Technical Work Group. Upon receipt of a Licensing Objection and/or Notice of Withdrawal, the Board of Managers shall determine whether to cause either the full Technical Work Group, or an ad-hoc subcommittee thereof, to review and evaluate each Licensing Objection and Notice of Withdrawal, as well as to identify alternative design options or recommendations for the Draft Guideline. The Technical Work Group or subcommittee thereof shall deliver to the Board of Managers the results of its findings within a reasonable period of time (hereinafter referred to as the “Licensing Objection Evaluation”). Should the Technical Work Group or ad-hoc subcommittee thereof recommend material changes to the Draft Guideline, then the Technical Work Group shall commence the necessary modifications to the Draft Guideline. Once modified, the Draft Guideline review process started in Section 14.2.1 shall commence again. Should the Technical Work Group or ad-hoc subcommittee thereof recommend that no material changes be made to the Draft Guideline, then the Draft Guideline shall proceed for final approval pursuant to Section 14.2.6. 14.2.6 Approval of Final Guidelines. After completion of the Draft Guideline review process stated in Sections 14.2.1 through 14.2.5, the Technical Work Group shall submit such Draft Guideline to the Board of Managers for final review. If the Board of Managers approves such Draft Guideline via an affirmative vote of the total number of Managers, less one (1), then the Draft Guideline shall become a Final Guideline. In the event that the Board of Managers fails to approve such Draft Guideline as a Final Guideline, such Draft Guideline shall be returned to the Technical Work Group. Promptly after approval of a Draft Guideline as a Final Guideline, the Board of Managers shall distribute a copy thereof to all Participants, together with a list of such Participants who have submitted effective Licensing Objections and/or Notices or Withdrawal with respect thereto. 14.3 New Participants. If, during the review period stated in Section 14.2.1, a prospective Participant shall apply for Participation in the Company, then subject to the execution of such confidentiality and/or nondisclosure agreements as the Company may determine necessary, such prospective Participant shall be permitted not less than forty-five (45) calendar days to review the Design Guideline then under review for any and all Necessary Claims and to agree in a

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separate affirmative writing to be committed to the licensing provisions of Section 14.4, as to such pending Design Guideline if it is adopted by the Company. Failure to provide such written affirmation shall be deemed a withdrawal of the prospective Participant’s application for participation. 14.4 Licensing of Participant Intellectual Property Rights. When the Participant or its Affiliate makes a Contribution to a Design Guideline of the Company, including revisions thereto, or when the Company adopts and approves for release a Design Guideline after providing notice as set forth in Sections 14.2, then barring notice from the Participant pursuant to Sections 14.2.3 or 14.2.4, the Participant and its Affiliates hereby agree to grant to other Participants and their Affiliates under reasonable terms and conditions that are demonstrably free of any unfair discrimination, a nonexclusive, nontransferable, irrevocable (except upon breach by licensee), worldwide license (with or without compensation) under its Necessary Claims to allow such Participants to make, have made, use, import, offer to sell, lease, sell and otherwise distribute Compliant Portions, provided that such agreement to license shall not extend to any part or function of a product in which a Compliant Portion is incorporated that is not itself part of the Compliant Portion. Each Participant agrees that it will not transfer, and has not transferred, patents having Necessary Claims for the purpose of circumventing this Section. 14.5 Reciprocity. The provisions of Section 14.4 concerning the grant of patent licenses between Participants shall not be effective as to any other Participant or that other Participant’s Affiliates, if that Participant or its Affiliates do not, in fact and practice, make the patent license grant of Section 14.4 available to the other Participants and their Affiliates. 14.6 Retention of Rights. Nothing contained in this Section shall be deemed as requiring a Participant or its Affiliates to grant or withhold any license or sublicense of an individual Participant’s patents containing Necessary Claims to non-Participants on such terms as the Participant or its Affiliates may determine. 14.7 No Other License. The Participants agree no license, immunity or other right is granted under this Operating Agreement by any Participant or its Affiliates to any other Participants or their Affiliates or to the Company, either directly or by implication, estoppel or otherwise, other than the agreements to grant licenses expressly set forth in this Section. 14.8 Transfer of Necessary Claims. Each Participant agrees that it will not transfer, and has not transferred, patents or published patent applications having Necessary Claims solely for the purpose of circumventing such Participant’s obligations under this Section. In the event a Participant assigns or transfers a patent or published patent application containing, or consisting of, Necessary Claims in Contributions made by the Participant prior to, or at the time of, the assignment or transfer, the Participant agrees to exercise reasonable efforts to notify the assignee or transferee that such patents or published patent applications may be subject to the licensing provisions of Section 14.4. 14.9 Copyrights. 14.9.1 To the Company. The Participants grant to the Company a worldwide,

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irrevocable, nonexclusive, nontransferable copyright license to reproduce, create derivative works, distribute, display, perform and sublicense the rights to reproduce, distribute, display and perform the Contributions of the granting Participant solely for the purposes of developing, publishing and distributing Design Guidelines and related materials. 14.9.2 From the Company. As to Design Guidelines adopted by the Company prior to or during a Participant’s membership in the Company, or other copyrighted materials of the Company, the Company grants each Participant a worldwide, irrevocable (except for breach), nonexclusive, nonsublicensable, nontransferable copyright license to, internally (within the Participant company including Affiliates or, subject to a restricted use nondisclosure agreement, third party contractors of Participant) reproduce, distribute, perform, create derivative works of and display the Design Guidelines and promotional materials, solely for the purposes of developing products based upon the Design Guideline, procuring products based upon the Design Guidelines, or designing, developing or implementing internal systems and processes based upon the Design Guidelines. This license to the Participants expressly excludes the right to create derivative works except under the restrictions set forth in this Section 14.9.2. 14.10 Trademarks. In the event that the Company proposes to adopt any other name or logo as a trademark or trade name (collectively “Trademarks”), the Company shall notify the Participants in writing of the proposal. The Company shall take such steps as the Board of Managers deems necessary and proper to protect its rights under such Trademarks adopted for use by the Company. In furtherance thereof, the Board of Managers shall establish and disseminate reasonable conditions and procedures for the licensing and use of such Trademarks, demonstrably free of any unfair discrimination among the Participants. 14.11 Survival of Agreement to Grant License. Notwithstanding the dissolution of the Company or a Participant’s termination or non-renewal of its participation in the Company and except as provided in Section 14.12, a Participant’s agreement to grant a license as provided in Sections 14.4 and 14.5 shall remain in full force and effect for: (a) any Necessary Claim to a Contribution made to a later adopted Design Guideline or any Necessary Claim to a Design Guideline adopted before the effective date of dissolution or before the effective date of a Participant’s termination, withdrawal or expiration of participation; and (b) any Necessary Claims to a Design Guideline adopted by the Company after the effective date of the Participant’s termination, withdrawal or expiration of participation that are necessary for the future Design Guideline to be backwards compatible with the Design Guidelines subject to this Section, provided that subject matter licensed under the new Design Guideline are used in a substantially similar manner and to a substantially similar extent with a substantially similar result as the subject matter under the prior Design Guideline for which the Participant is obligated to grant licenses. In no event is a withdrawn Participant obligated to license any additional Necessary Claims under this Section. A withdrawn Participant shall remain entitled to reciprocity pursuant to Section 14.5 so long as that withdrawn Participant remains obligated to license any Necessary Claims under this Section. This agreement to the survival of reciprocal licensing shall extend to all Participants, including Participants who become Participants after the effective date of a departing Participant’s termination or expiration. 14.12 Exception in the Event of Noncompliance. The agreement to license, which survives

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under Section 14.11, shall terminate completely as to any Design Guideline which does not include all applicable requirements for interoperating, communicating or connecting with or to products that comply with Design Guidelines that were in effect sixty (60) days prior to the effective date of the Participant’s termination or expiration or participation, or sixty (60) days prior to the effective date of dissolution of the Company. 14.13 Publicity. No Participant will, without the prior written consent of the applicable Participant, (a) use in any advertising, publicity, or otherwise, the name of such other Participant or any trade name, trademark, service mark, symbol, or logo, or any abbreviation, contraction, or simulation thereof, owned by such other Participant; (b) use the name of such other Participant in public communications, press releases, sales, material, product literature, web sites, or grant applications; or (c) represent, either directly or indirectly, that any product or service of such other Participant is a product or service of the representing Participant or that such product or service is made or delivered in accordance with or utilizes the information or documents of such other Participant. 14.14 Right to Make Voluntary Disclosures of Necessary Claims. Nothing in this Section shall be construed as prohibiting Participants from voluntarily disclosing the presence of Necessary Claims of the Participant that may be found in Draft Design Guidelines or Design Guidelines of the Company. Such disclosure shall not, however, be deemed as a waiver of a Participants rights under Section 14.2 or Section 14.3. 14.15 Obligation of Good Faith. The Participants acknowledge and agree that the obligations of this Section shall be governed by the principals of good faith and fair dealing.

ARTICLE 15 DISPUTES AND DISPUTE RESOLUTION

15.1 Application. The following provisions apply in the event of dispute between a Participant and the Company. Notwithstanding anything else herein, this Section shall only apply to disputes between the Company and its Participants and shall not apply to any disputes between Participants or between the Participants and third parties. 15.2 Waiver of Warranties. ALL DESIGN GUIDELINES OF THE COMPANY ANY INTELLECTUAL PROPERTY OF THE COMPANY THEREIN AND ANY CONTRIBUTIONS TO DESIGN GUIDELINES MADE BY PARTICIPANTS ARE PROVIDED “AS IS,” AND WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 15.3 Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE TO ITS PARTICIPANTS, OR ITS PARTICIPANTS LIABLE TO COMPANY, IN CONNECTION WITH THE CONTRACTUAL NATURE OF THIS OPERATING AGREEMENT OR ANY INTELLECTUAL PROPERTY RIGHTS AGREEMENTS OF COMPANY, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES, INCLUDING

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WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY RELEASES THE OTHER PARTY AND ALL OF THE OTHER PARTY’S AFFILIATES, EMPLOYEES, AND AGENTS FROM ANY SUCH DAMAGES. 15.4 Mediation. The parties agree to first submit any controversy or claim between any Participant and the Company arising out of or relating to this Operating Agreement, or the breach thereof, to nonbinding mediation in New York, New York, by a mediator to be selected by the parties from a panel selected by the International Chamber of Commerce (“ICC”) ADR Dispute Resolutions Services. The parties agree to mediate in good faith over a minimum period of thirty (30) days. 15.5 Arbitration. Any controversy or claim between any Participant and the Company arising out of or related to this Operating Agreement not resolved by mediation shall be settled by binding arbitration in accordance with the Arbitration Rules (the “Rules”) of the ICC, and the procedures set forth below. In the event any inconsistency between the Rules of ICC and the procedures set forth below, the procedures set forth below shall control. Judgment upon the award rendered by the arbitrator may be enforced in any court having jurisdiction thereof. 15.5.1 Location. The location of the mediation and arbitration shall be in New York, New York, or a location where the parties mutually agree. 15.5.2 Selection of Arbitrators. The arbitration shall be conducted by a panel of three (3) ICC arbitrators who are independent and disinterested with respect to the Company. If the parties are unable to agree to arbitrators, the arbitrators shall be appointed by ICC from among their panelists with relevant expertise. 15.5.3 Case Management. Prompt resolution of any dispute between any Participant and Company is important to all parties and the parties agree that the arbitration of any such dispute shall be conducted expeditiously. The arbitrators shall be instructed and directed to assume case management initiative and control over the arbitration process (including scheduling of events, prehearing discovery and activities), in order to complete the arbitration as expeditiously as possible. 15.5.4 Remedies. The arbitrators may grant such legal or equitable remedy or relief (including injunctive relief) that the arbitrators deem just and equitable, to the same extent that such remedy or relief could be granted by a State or Federal court; provided, however, that such remedy or relief is consistent with the remedies and limitations set forth in this Operating Agreement. 15.5.5 Expenses. The expenses of the arbitration, including the arbitrators' fees, shall be shared equally among the parties. Each party shall be responsible for its own attorneys' fees, including expert witnesses. 15.5.6 Confidentiality. Except as set forth below, the parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrators.

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Notwithstanding the foregoing, the parties may disclose information about the arbitration to persons who have a need to know, such as managers, trustees, experts, investors, insurers, legal counsel, and when required to disclose by applicable securities laws. 15.5.7 Intellectual Property. There shall be no arbitration of issues of the validity, infringement or enforceability of patents or copyrights. Further, this section does not apply to any intellectual property rights of a Participant with respect to other Participants or third parties. 15.6 Survival. This Section shall survive any termination of participation for any reason.

ARTICLE 16 CONTRIBUTIONS TO THE COMPANY

AND CAPITAL ACCOUNTS

16.1 Members’ Profit and Contribution Percentages. The number of Interests held by each Member is shown on Exhibit 16.1. The relative interest of each Member based upon the number of Interests held by such Member is referred to as the “Profit Percentage.” The capital accounts of each Member are as set forth in Section 16.3.1. The relative interest of each Member based upon such capital contributions is referred to as the “Contribution Percentage.” 16.2 Additional Contributions. No Member or Assignee shall be required to make any capital contributions except as may be agreed to in a binding subscription or purchase agreement (which may provide for installment payments). To the extent determined by the Board of Managers, the Members and Assignees may be permitted to make additional capital contributions if and to the extent they determine that such additional capital contributions are necessary or appropriate. 16.3 Capital Accounts. 16.3.1 A separate capital account will be maintained for each Member and Assignee. The manner in which capital accounts are to be maintained pursuant to this Section shall comply with the requirements of Section 704(b) of the Code and applicable Regulations. 16.3.2 No Member or Assignee shall have any liability to restore all or any portion of a deficit balance in such Member’s or Assignee’s capital account. 16.3.3 In the event of a Transfer of a Membership Interest or an Economic Interest in the Company, the capital account of the transferor shall become the capital account of the transferee to the extent it relates to the transferred Membership Interest or Economic Interest in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

ARTICLE 17 ALLOCATIONS, INCOME TAX, DISTRIBUTIONS,

ELECTIONS, AND REPORTS 17.1 Allocation of Profits and Losses. Profits and losses of the Company shall be allocated in

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accordance with the Financial Policy of Related Entities as established by the Member. 17.2 Distributions. In accordance with Section 17.1, all distributions of Distributable Cash shall be made to the Members or Assignees, first, in accordance with the Contribution Percentages until their capital accounts (as reduced by prior distributions) equal zero, and, thereafter, in accordance with the Profit Percentages. Distributions will be made at such time or times as the Board of Managers may determine or as otherwise provided in the Operating Agreement. Notwithstanding the foregoing, the Company shall make Tax Distributions to the Member provided that the following standards are met: 17.2.1 the Member must have taxable income as a result of the financial performance of the Company; and 17.2.2 the Board of Managers adopts a resolution concluding that the Company has sufficient cash to meet all of its cash flow requirements notwithstanding the Tax Distribution. For purposes of arriving at this calculation, the Board of Managers shall act reasonably and in good faith and is expressly authorized to take into account in determining the cash flow requirements of the Company the willingness of one or more Members who would otherwise receive a Tax Distribution to make a loan to the Company in an amount equal to such Tax Distribution. 17.3 Accounting Principles. The profits and losses of the Company shall be determined in accordance with accounting principles applied on a consistent basis using such method of accounting as may be chosen by the Board of Managers. 17.4 Interest On and Return of Capital Contributions. No Member or Assignee shall be entitled to interest on capital contribution or to return of capital contribution, except as otherwise specifically provided for herein. No Member shall have any personal liability for the repayment of any capital contribution of any other Member. 17.5 Loans to Company. Nothing in this Operating Agreement shall prevent any Member or Assignee from making secured or unsecured loans to the Company by agreement with the Company. 17.6 Change in Tax Law. Notwithstanding anything to the contrary herein, it is the intention of the Company that it be classified as a partnership for federal income tax purposes and that it conform to the requirements of the Code with respect to the validity of the allocations of items, income, gain, loss, and tax credits. In the event of a change in the Code or the Regulations, the Board of Managers shall consult with tax counsel to determine whether an amendment to this Operating Agreement is required and, if it is, the Members agree to adopt such amendment. The parties do not intend that the Company be classified or treated as a partnership for any other reason. 17.7 Accounting Period. The Company’s accounting period shall be July 1 to June 30.

ARTICLE 18

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DISSOLUTION AND TERMINATION 18.1 Dissolution. The Company shall be dissolved upon the Majority Vote of the Members or upon the sale or other disposition of all or substantially all of the assets of the Company or the permanent cessation of the Company’s business operations. 18.2 Winding Up, Liquidation, and Distribution of Assets. 18.2.1 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 Board of Managers shall immediately proceed to wind up the affairs of the Company. 18.2.2 If the Company is dissolved and its affairs are to be wound up, the Board of Managers shall: 18.2.2.1 Sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Board of Managers may determine to distribute any assets to the Members and Assignees in kind); 18.2.2.2 Allocate any net profit or net loss resulting from such sales to the Members’ and Assignees’ capital accounts in accordance with Article 10 hereof; 18.2.2.3 Discharge (or make provision for) all liabilities of the Company, including liabilities to Members and Assignees who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members and Assignees for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the capital accounts of the Members and Assignees, the amounts of such reserves shall be deemed to be an expense of the Company); 18.2.2.4 Distribute to the Members and Assignees the remaining assets in accordance with the positive balance (if any) of each Member’s and Assignee’s capital account (as determined after taking into account all capital account adjustments for the Company’s taxable year during which the liquidation occurs), either in cash or in kind, as determined by the Board of Managers, with any assets distributed in kind being valued for this purpose at their fair market value. Any such distributions to the Members and Assignees in respect of 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 Regulations. 18.2.3 Notwithstanding anything to the contrary in this Operating Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member or Assignee has a negative capital account balance (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 or Assignee shall have no obligation to make any capital contribution, and the negative balance of such Member’s or Assignee’s capital account shall not be considered a debt owed by such Member or Assignee to

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the Company or to any other Person for any purpose whatsoever. 18.2.4 Upon completion of the winding up, liquidation and distribution of the assets in accordance with this Operating Agreement and the Act, the Company shall be deemed terminated. 18.3 Effect of Filing of Dissolving Statement. In the event of dissolution, a statement of intent to dissolve shall be filed with the Secretary of State in accordance with the Act. Upon such filing, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until a certificate of cancellation has been filed with the Secretary of State or until a decree dissolving the Company has been entered by a court of competent jurisdiction. 18.4 Certificate of Cancellation. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated and the Board of Managers shall forthwith file with the Secretary of State a certificate of cancellation. Thereafter, the Board of Managers, as liquidating trustee, shall have authority to distribute any Company property discovered after termination, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company. 18.5 Return of Capital Contribution - Nonrecourse. Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution each Member shall look solely to the assets of the Company for the return of his/her capital contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the capital contribution of a Member, such Member shall have no recourse against any other Member.

ARTICLE 19 WITHDRAWAL

Notwithstanding any provision of the Act, the only event which shall cause withdrawal of a Member is the Transfer of a Member’s entire Membership Interest. Withdrawal shall not result in dissolution of the Company and the Company shall continue to exist and operate as though no withdrawal has occurred.

ARTICLE 20 MISCELLANEOUS PROVISIONS

20.1 Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Operating Agreement shall be sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed, sent by registered or certified mail, postage and charges prepaid, addressed to the Member’s, Assignee’s, and/or Company’s address, as appropriate, sent by overnight delivery service, or sent by facsimile transmission. Except as otherwise provided herein, any such notice shall be effective upon receipt or refusal by the addressee or upon confirmation of successful facsimile transmission.

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20.2 Entire Agreement/Amendments. This Operating Agreement expresses the entire agreement of the parties and supersedes any prior discussions, agreements, or negotiations which may have occurred and may not be amended except as limited by Section 5.2.1 and upon approval of the Board of Managers with not more than five (5) dissenting votes. 20.3 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 Operating Agreement, their respective heirs, legal representatives, successors and assigns. 20.4 Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditors of the Company or the creditors of the Member or Assignees. 20.5 Construction. As used in this Operating Agreement, the singular number shall include the plural, the plural the singular, and the use of one gender shall be deemed applicable to all genders. Captions are inserted only as a matter of convenience and in no way limit, define or extend the scope of this Operating Agreement. 20.6 Applicable Law. This Operating Agreement shall be governed by and construed in accordance with the laws of Illinois. 20.7 Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 20.8 Severability. If any provision of this Operating Agreement shall be deemed to be invalid, illegal, or otherwise unenforceable, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 20.9 Protection of HIMSS’s Tax Exempt Status. In order to preserve the tax-exempt status of HIMSS as a 501(c)(6) organization, the Company shall be required to observe the following steps to safeguard the HIMSS’s exempt status: 20.9.1 All contracts entered into with HIMSS must be on terms that are arm’s length or more favorable to the HIMSS and any such contracts must document the required safeguards. 20.9.2 The Company shall not engage in activities that would jeopardize the HIMSS’s tax exempt status, nor use HIMSS’s name or logo in any manner that does not further the HIMSS’s stated mission. 20.9.3 The Company shall not give priority to maximizing profits for the Members over preserving the HIMSS’s tax-exempt status.

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The undersigned hereby agree, acknowledge and certify that Amended and Restated Operating Agreement constitutes the Operating Agreement of Personal Connected Health Alliance, LLC, effective as of September ___, 2014.

MEMBER:

HEALTHCARE INFORMATION AND MANAGEMENT SYSTEMS SOCIETY By: Name: Its:

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EXHIBIT 6.1.1 INITIAL BOARD OF MANAGERS

PARTICIPANT MANAGERS Paul Coebergh van den Braak IP&S Manager Healthcare Intellectual Property & Standards, Philips Group Innovation High Tech Campus 5, 5656 AE Eindhoven, The Netherlands Mobile: + 31 6 22 93 85 51 Fax: + 31 40 27 43 489 Email: [email protected] Assistant : Lia van der Ham Work : +31 40 2740559 Email [email protected]

Rick Cnossen Director of Personal Health Enabling Intel Corp Digital Health Group 2111 N.E. 25th Ave. Hillsboro, OR 97124 Work Phone 503.456.5219 Mobile Phone 503.270.7219 Email: [email protected] Assistant Name: Sherry Melendez Work: (503) 696-0988 Email [email protected]

Alan Hameed Product Manager Fujitsu 1250 E Arques Ave Sunnyvale, CA 94085-5401 Work: 408-746-6000 Email [email protected]

Rob Havasy Team Lead, Technical Architect Center for Connected Health, Partners Health Prudential Center 800 Boylston Street, 11th Floor Boston, MA 02199 Work: 617-278-1000 Email: [email protected]

Bryan Hallberg Sharp Laboratories of America 5750 NW Pacific Rim Blvd. Camas, WA 98607 Work: 360-817-8492 Mobile: 360-606-2965 Email: [email protected] Assistant: Camille Funk Phone: 360-817-8432 Email: [email protected]

Clint McClellan Senior Director of Business Development Qualcomm Life, a Qualcomm Company President and Chairman Continua Health Alliance 5505 Morehouse Drive San Diego, CA 92121 Work: 858 651 8119 Mobile: 619 890 4966 Fax: 858-658-5537 Email: [email protected]

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Horst Merkle Director Information Management Systems Diabetes Care Roche Diagnostics Corp. Inc. 9115 Hague Road Indianapolis, IN 46250 Tel.: +1-317-521-7182 Mobile: +1-317-702-9911 Email: [email protected] Assistant: Rebecca West Work: 317-521-2758 Email [email protected]

Reid Oakes Executive Director, Healthcare Technology Oracle 6119 S Windstar St Spokane, WA 99224-5028 Work: 509-994-3700 Email: [email protected]

Jayant Parthasarathy (JP) Innovation, Research and Development Group Director United 13625 Tech Dr. Eden Prarie, MN 55344 Email: [email protected] Or [email protected]

Zach Rothstein Senior Manager Samsung Electronics 1200 New Hampshire Ave Suite 500 Washington, DC 20036 Work: 202-617-3172 Mobile: 202-738-0196 Email: [email protected]

Benjamin Sarda Director of Marketing Orange 6, place d'Alleray 75015 Paris France Work: 01 44 37 65 56 Email: [email protected]

HIMSS MANAGERS Pete Shelkin, CISSP, PMP, FHIMSS The Osuna Group, LLC 3214-A Rio Grande Blvd NW Albuquerque, NM 87107 Mobile: 505-366-3853 Email: [email protected]

Jeffrey Kang, MD, MPH SVP Health and Wellness Services and Solutions Walgreens 108 Wilmot Road, MS 1858 Deerfield, IL 60015 Work: 847-315-3585 Mobile: 224-235-5002 Email: [email protected] Assistant: Deborah Woehlke Email: [email protected]

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Suneel Ratan Chief Strategy Officer 1123 Carolina Street San Francisco, CA 94107 Work: 405-205-1008 Email: [email protected]

Robert B. McCray President & CEO WLSA P.O Box 910453 San Diego, CA 92191 Mobile: 619.980.5845 Email: [email protected] Assistant: Devon Tollover Email: [email protected]

Nancy M. Green Managing Principal Verizon Enterprise Solutions – Healthcare 1110 Derby Run Carrollton, TX 75007 Work: 469-525-9252 Mobile: 469-525-9252 Email: [email protected]

NON-VOTING, EX OFFICIO MANAGERS H. Stephen Lieber, President & CEO HIMSS Worldwide 33 W. Monroe St., Suite 1700 Chicago, IL 60603 Phone: 312-915-9225 Email: [email protected]

Jeremy Bonfini, Executive Vice President PCHA 33 W. Monroe St., Suite 1700 Chicago, IL 60603 Phone: 703-562-8842 Email: [email protected]

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EXHIBIT 16.1 MEMBER SHARES

Healthcare Information and Management Systems Society 100% 33 West Monroe, Suite 1700 Chicago, IL 60603

Documents

AMENDED AND RESTATED OPERATING … 2 Amended and Restated Operating Agreement of Personal Connected Health Alliance, LLC A Illinois Limited Liability Company (Manager Managed)