HEART LUNG INSTITUTE, LLC
This Operating Agreement (this “Agreement”) of The Heart Lung Institute, LLC (the “Company”) is
entered into this 13th day of October 1998, by and between The Heart and Lung Research Foundation, a Utah
nonprofit corporation (“Foundation”), and MedQuest Products, Inc., a Utah corporation, (“MedQuest”), The
parties to this Agreement shall also be referred to individually as a “Member” and collectively as “Members.”
The Members hereby set forth the operating agreement of the Company upon the terms, and subject to
the conditions, contained herein.
As used in this Agreement, the following terms set forth in this Article I shall have the following meanings:
“ AAA ” means the American Arbitration Association.
“ Act ” means the Utah Limited Liability Company Act.
“ Affiliate” means any per directly or indirectly controlling, controlled by or under common control with
another person. For the purposes of this definition only, the term (i) “control” (including the terms “controlled by”
and “under common control with”) means the possession. direct or indirect, of the power to director cause the
direction of the management and policies of a person, whether through the ownership of voting securities, by
contact or otherwise and (ii) “person” means any natural person, partnership, corporation, limited liability
company, association, trust or other legal entity.
“ Agreement” means this Operating Agreement of Heart Lung Institute, LLC.
“ Assignee ” means an entity in which a transfer of any Unit or Units which (i) with respect to the
transferee of such Unit has not been substituted as a Member in accordance with Section 7.3 hereof and (ii) shall
have only such rights with respect to such Unit or Units as are set forth in Section 7.4 hereof.
“Business ” shall have the meaning given such term in Section 2.4.
“Capital Account” shall have the meaning